Common use of Transferor Interest; Transferor Certificates Clause in Contracts

Transferor Interest; Transferor Certificates. (a) The Transferor will hold the Transferor Interest having such rights as are set forth in this Agreement and the other Transaction Documents. Such Transferor Interest includes the right to receive amounts specified in the Indenture, any Indenture Supplement, the Transfer Agreement and the Servicing Agreement to be distributed to the holders of the Transferor Interest. (b) At the election of the Transferor (which election may, from time to time, be changed or otherwise revised by the Transferor upon written notice by the Transferor to the Owner Trustee), a Transferor Certificate representing the Transferor’s interest in the Transferor Interest may be issued to the Transferor in registered form, substantially in the form attached as Exhibit B (the “Transferor Certificate”). The Transferor Certificate will not entitle its holder to any benefit under this Agreement, or be valid for any purpose, unless there will appear on such Transferor Certificate a certificate of authentication substantially in the form provided in Exhibit B, executed by the Owner Trustee or the Owner Trustee’s authentication agent, by manual signature; such authentication will constitute conclusive evidence that the Certificate will have been duly authenticated and delivered hereunder. Each Transferor Certificate will be dated the date of its authentication. (c) To the fullest extent permitted by applicable law, neither the Transferor Certificates (or any interest therein) nor any Transferor Interest (or any interest therein) may be sold, transferred, assigned, participated, pledged or otherwise disposed of to any Person; provided, however, that a Transferor Certificate (or any interest therein) may be sold, transferred, assigned, participated, pledged or otherwise disposed of if the transferor thereof has provided the Owner Trustee and the Indenture Trustee with an Issuer Tax Opinion and, if applicable, a Master Trust Tax Opinion, relating to such sale, transfer, assignment, participation, pledge or other disposition; provided further that any transfer by a Transferor of all or any part of its right, title and interest in and to the Transferor Interest to American Express Credit Corporation (or any subsidiary thereof) will not require delivery of an Issuer Tax Opinion. (d) If (i) a mutilated Transferor Certificate will be surrendered to the Owner Trustee, or if the Owner Trustee will receive evidence to its satisfaction of the destruction, loss or theft of a Transferor Certificate and (ii) in the case of a destroyed, lost or stolen Transferor Certificate, there will be delivered to the Owner Trustee (as such and in its individual capacity) such security or indemnity as may be required by it to save it harmless, then the Owner Trustee on behalf of the Trust will execute and the Owner Trustee will authenticate and deliver, in exchange for or in lieu of the mutilated, destroyed, lost or stolen Transferor Certificate, a new Transferor Certificate of like tenor and denomination. In connection with the issuance of any new Transferor Certificate under this subsection 4.04(d), the Owner Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge or expense that may be imposed in connection therewith. Any duplicate Transferor Certificate issued pursuant to this subsection 4.04(d) will constitute conclusive evidence of ownership in the Trust, as if originally issued, whether or not the lost, stolen or destroyed Transferor Certificate will be found at any time.

Transferor Interest; Transferor Certificates. (a) The Transferor will Interest is hereby issued to Dryrock Funding as the initial Transferor. The Transferor shall hold the Transferor Interest having Interest, which shall have such rights and be entitled to all of the benefits as are set forth in this Agreement and the other Transaction Documents. Such Transferor Interest includes the right to receive amounts specified in the Indenture, any Indenture Supplement, the Servicing Agreement or the Transfer Agreement and the Servicing Agreement to be distributed to the holders of the Transferor Interest. (b) At the election of the Transferor (which election may, from time to time, be changed or otherwise revised by the Transferor upon written notice by the Transferor to the Owner Trustee), a Transferor Certificate representing the Transferor’s interest in the Transferor Interest may be issued to the Transferor in registered form, substantially in the form attached as Exhibit B (the “Transferor Certificate”). The Transferor Certificate will shall not entitle its holder to any benefit under this Agreement, or be valid for any purpose, unless there will shall appear on such Transferor Certificate a certificate of authentication substantially in the form provided in Exhibit BB hereto, executed by the Owner Trustee or the Owner Trustee’s authentication agent, by manual signature; such authentication will shall constitute conclusive evidence that the Transferor Certificate will shall have been duly authenticated and delivered hereunder. Each Transferor Certificate will shall be dated the date of its authentication. (c) To the fullest extent permitted by applicable law, neither the Transferor Certificates (or any interest therein) nor any Transferor Interest (or any interest therein) may be sold, transferred, assigned, participated, pledged or otherwise disposed of Transferred to any Person; provided, however, that a Transferor Certificate (or any interest therein) may be sold, transferred, assigned, participated, pledged or otherwise disposed of if Person unless the transferor thereof has provided the Owner Trustee and the Indenture Trustee with an Issuer Tax Opinion and, if applicable, a Master Trust Tax Opinion, relating to such saleTransfer. The Transferor and each transferee of the Transferor Certificate will be deemed to represent, transferwarrant and covenant that it is not acquiring the Transferor Certificate with the assets of an “employee benefit plan,” as defined in Section 3(3) of ERISA that is subject to Title I of ERISA, assignment, participation, pledge or other disposition; provided further that any transfer by a Transferor of all or any part of its right, title and interest “plan” described in and subject to Section 4975 of the Transferor Interest to American Express Credit Corporation (Code, or an entity whose underlying assets include “plan assets” by reason of any subsidiary thereof) will not require delivery of an Issuer Tax Opinionemployee benefit plan’s or plan’s investment in the entity. (d) If (i) a mutilated Transferor Certificate will shall be surrendered to the Owner Trustee, or if the Owner Trustee will shall receive evidence to its satisfaction of the destruction, loss or theft of a Transferor Certificate and (ii) in the case of a destroyed, lost or stolen Transferor Certificate, there will shall be delivered to the Owner Trustee (as such and in its individual capacity) such security or indemnity as may be required by it to save it harmless, then the Owner Trustee on behalf of the Trust will shall execute and the Owner Trustee will shall authenticate and deliver, in exchange for or in lieu of the mutilated, destroyed, lost or stolen Transferor Certificate, a new Transferor Certificate of like tenor and denomination. In connection with the issuance of any new Transferor Certificate under this subsection Section 4.04(d), the Owner Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge or expense that may be imposed in connection therewith. Any duplicate Transferor Certificate issued pursuant to this subsection Section 4.04(d) will shall constitute conclusive evidence of ownership in the Trust, as if originally issued, whether or not the lost, stolen or destroyed Transferor Certificate will shall be found at any time.

Transferor Interest; Transferor Certificates. (a) The Transferor will Transferors shall hold an undivided beneficial interest in the Transferor Interest Trust Estate, having such rights as are set forth in this Agreement and the other Transaction DocumentsDocuments (such undivided beneficial interest, the “Transferor Interest”). Such Transferor Interest includes the right to receive amounts specified in the Indenture, any Indenture Supplement, the Asset Pool Supplement or any Transfer Agreement and the Servicing Administration Agreement to be distributed to the holders of the Transferor Interest. (b) At the election of the each Transferor (which election may, from time to time, be changed or otherwise revised by the applicable Transferor upon written notice by the such Transferor to the Owner Trustee), a Transferor Certificate representing the all or a portion of such Transferor’s interest in the Transferor Interest may be issued to the such electing Transferor in registered form, substantially in the form attached as Exhibit B C (the each, a “Transferor Certificate”). The No Transferor Certificate will not shall entitle its holder to any benefit under this Agreement, or be valid for any purpose, unless there will shall appear on such Transferor Certificate a certificate of authentication substantially in the form provided in Exhibit BC, executed by the Owner Trustee or the Owner Trustee’s authentication agent, by manual signature; such authentication will shall constitute conclusive evidence that the Certificate will shall have been duly authenticated and delivered hereunder. Each Transferor Certificate will shall be dated the date of its authentication. (c) To the fullest extent permitted by applicable law, neither the Transferor Certificates (or any interest therein) nor any the Transferor Interest (or any interest therein) may be sold, transferred, assigned, participated, pledged or otherwise disposed of to any Person; provided, however, that a Transferor Certificate (or any interest therein) may be sold, transferred, assigned, participated, pledged or otherwise disposed of if the transferor thereof has provided the Owner Trustee and the Indenture Trustee with a Master Trust Tax Opinion and an Issuer Tax Opinion and, if applicable, a Master Trust Tax Opinion, relating to such sale, transfer, assignment, participation, pledge or other disposition; provided further that any transfer by a Transferor of all or any part of its right, title and interest in and to the Transferor Interest to American Express Credit Corporation (or any subsidiary thereof) will not require delivery of an Issuer Tax Opinion. (d) If (i) a mutilated Transferor Certificate will shall be surrendered to the Owner Trustee, or if the Owner Trustee will shall receive evidence to its satisfaction of the destruction, loss or theft of a Transferor Certificate and (ii) in the case of a destroyed, lost or stolen Transferor Certificate, there will shall be delivered to the Owner Trustee (as such and in its individual capacity) such security or indemnity as may be required by it to save it harmless, then the Owner Trustee on behalf of the Trust will shall execute and the Owner Trustee will shall authenticate and deliver, in exchange for or in lieu of the mutilated, destroyed, lost or stolen Transferor Certificate, a new Transferor Certificate of like tenor and denomination. In connection with the issuance of any new Transferor Certificate under this subsection 4.04(dSection 4.05(d), the Owner Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge or expense that may be imposed in connection therewith. Any duplicate Transferor Certificate issued pursuant to this subsection 4.04(dSection 4.05(d) will shall constitute conclusive evidence of ownership in the Trust, as if originally issued, whether or not the lost, stolen or destroyed Transferor Certificate will shall be found at any time.

Transferor Interest; Transferor Certificates. (a) The Transferor will hold the Transferor Interest having such rights as are set forth in this Agreement and the other Transaction Documents. Such Transferor Interest includes the right to receive amounts specified in the Indenture, any Indenture Supplement, Supplement or the Transfer Agreement and the Servicing Agreement to be distributed to the holders of the Transferor Interest. (b) At the election of the Transferor (which election may, from time to time, be changed or otherwise revised by the Transferor upon written notice by the Transferor to the Owner Trustee), a Transferor Certificate representing the Transferor’s 's interest in the Transferor Interest may be issued to the Transferor in registered form, substantially in the form attached as Exhibit B (the “"Transferor Certificate”"). The Transferor Certificate will not entitle its holder to any benefit under this Agreement, or be valid for any purpose, unless there will appear on such Transferor Certificate a certificate of authentication substantially in the form provided in Exhibit B, executed by the Owner Trustee or the Owner Trustee’s 's authentication agent, by manual signature; such authentication will constitute conclusive evidence that the Certificate will have been duly authenticated and delivered hereunder. Each Transferor Certificate will be dated the date of its authentication. (c) To the fullest extent permitted by applicable law, neither the Transferor Certificates (or any interest therein) nor any Transferor Interest (or any interest therein) may be sold, transferred, assigned, participated, pledged or otherwise disposed of to any Person; provided, however, that a Transferor Certificate (or any interest therein) may be sold, transferred, assigned, participated, pledged or otherwise disposed of if the transferor thereof has provided the Owner Trustee and the Indenture Trustee with an Issuer Tax Opinion and, if applicable, a Master Trust Tax Opinion, relating to such sale, transfer, assignment, participation, pledge or other disposition; provided further that any transfer by a Transferor of all or any part of its right, title and interest in and to the Transferor Interest to American Express Credit Corporation (or any subsidiary thereof) will not require delivery of an Issuer Tax Opinion. (d) If (i) a mutilated Transferor Certificate will be surrendered to the Owner Trustee, or if the Owner Trustee will receive evidence to its satisfaction of the destruction, loss or theft of a Transferor Certificate and (ii) in the case of a destroyed, lost or stolen Transferor Certificate, there will be delivered to the Owner Trustee (as such and in its individual capacity) such security or indemnity as may be required by it to save it harmless, then the Owner Trustee on behalf of the Trust will execute and the Owner Trustee will authenticate and deliver, in exchange for or in lieu of the mutilated, destroyed, lost or stolen Transferor Certificate, a new Transferor Certificate of like tenor and denomination. In connection with the issuance of any new Transferor Certificate under this subsection 4.04(d), the Owner Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge or expense that may be imposed in connection therewith. Any duplicate Transferor Certificate issued pursuant to this subsection 4.04(d) will constitute conclusive evidence of ownership in the Trust, as if originally issued, whether or not the lost, stolen or destroyed Transferor Certificate will be found at any time.

Transferor Interest; Transferor Certificates. (a) The Transferor will hold the Transferor Interest having such rights as are set forth in this Agreement and the other Transaction Documents. Such Transferor Interest includes the right to receive amounts specified in the Indenture, any Indenture Supplement, Supplement or the Transfer Agreement and the Servicing Agreement to be distributed to the holders of the Transferor Interest. (b) At the election of the Transferor (which election may, from time to time, be changed or otherwise revised by the Transferor upon written notice by the Transferor to the Owner Trustee), a Transferor Certificate representing the Transferor’s interest in the Transferor Interest may be issued to the Transferor in registered form, substantially in the form attached as Exhibit B (the “Transferor Certificate”). The Transferor Certificate will not entitle its holder to any benefit under this Agreement, or be valid for any purpose, unless there will appear on such Transferor Certificate a certificate of authentication substantially in the form provided in Exhibit B, executed by the Owner Trustee or the Owner Trustee’s authentication agent, by manual signature; such authentication will constitute conclusive evidence that the Certificate will have been duly authenticated and delivered hereunder. Each Transferor Certificate will be dated the date of its authentication. (c) To the fullest extent permitted by applicable law, neither the Transferor Certificates (or any interest therein) nor any Transferor Interest (or any interest therein) may be sold, transferred, assigned, participated, pledged or otherwise disposed of to any Person; provided, however, that a Transferor Certificate (or any interest therein) may be sold, transferred, assigned, participated, pledged or otherwise disposed of if the transferor thereof has provided the Owner Trustee and the Indenture Trustee with an Issuer Tax Opinion and, if applicable, a Master Trust Tax Opinion, relating to such sale, transfer, assignment, participation, pledge or other disposition; provided further that any transfer by a Transferor of all or any part of its right, title and interest in and to the Transferor Interest to American Express Credit Corporation (or any subsidiary thereof) will not require delivery of an Issuer Tax Opinion. (d) If (i) a mutilated Transferor Certificate will be surrendered to the Owner Trustee, or if the Owner Trustee will receive evidence to its satisfaction of the destruction, loss or theft of a Transferor Certificate and (ii) in the case of a destroyed, lost or stolen Transferor Certificate, there will be delivered to the Owner Trustee (as such and in its individual capacity) such security or indemnity as may be required by it to save it harmless, then the Owner Trustee on behalf of the Trust will execute and the Owner Trustee will authenticate and deliver, in exchange for or in lieu of the mutilated, destroyed, lost or stolen Transferor Certificate, a new Transferor Certificate of like tenor and denomination. In connection with the issuance of any new Transferor Certificate under this subsection 4.04(d), the Owner Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge or expense that may be imposed in connection therewith. Any duplicate Transferor Certificate issued pursuant to this subsection 4.04(d) will constitute conclusive evidence of ownership in the Trust, as if originally issued, whether or not the lost, stolen or destroyed Transferor Certificate will be found at any time.

Transferor Interest; Transferor Certificates. (a) The Transferor will Transferors shall hold an undivided beneficial interest in the Transferor Interest Trust Estate, having such rights as are set forth in this Agreement and the other Transaction DocumentsDocuments (such undivided beneficial interest, the "Transferor Interest"). Such Transferor Interest includes the right to receive amounts specified in the Indenture, any Indenture Supplement, the Asset Pool Supplement or Transfer Agreement and the Servicing Administration Agreement to be distributed to the holders of the Transferor Interest. (b) At the election of the each Transferor (which election may, from time to time, be changed or otherwise revised by the applicable Transferor upon written notice by the such Transferor to the Owner Trustee), a Transferor Certificate representing the all or a portion of such Transferor’s 's interest in the Transferor Interest may be issued to the such electing Transferor in registered form, substantially in the form attached as Exhibit B C (the “each, a "Transferor Certificate”"). The No Transferor Certificate will not shall entitle its holder to any benefit under this Agreement, or be valid for any purpose, unless there will shall appear on such Transferor Certificate a certificate of authentication substantially in the form provided in Exhibit BC, executed by the Owner Trustee or the Owner Trustee’s 's authentication agent, by manual signature; such authentication will shall constitute conclusive evidence that the Certificate will shall have been duly authenticated and delivered hereunder. Each Transferor Certificate will shall be dated the date of its authentication. (c) To the fullest extent permitted by applicable law, neither the Transferor Certificates (or any interest therein) nor any the Transferor Interest (or any interest therein) may be sold, transferred, assigned, participated, pledged or otherwise disposed of to any Person; provided, however, that a Transferor Certificate (or any interest therein) may be sold, transferred, assigned, participated, pledged or otherwise disposed of if the transferor thereof has provided the Owner Trustee and the Indenture Trustee with a Master Trust Tax Opinion and an Issuer Tax Opinion and, if applicable, a Master Trust Tax Opinion, relating to such sale, transfer, assignment, participation, pledge or other disposition; provided further that any transfer by a Transferor of all or any part of its right, title and interest in and to the Transferor Interest to American Express Credit Corporation (or any subsidiary thereof) will not require delivery of an Issuer Tax Opinion. (d) If (i) a mutilated Transferor Certificate will shall be surrendered to the Owner Trustee, or if the Owner Trustee will shall receive evidence to its satisfaction of the destruction, loss or theft of a Transferor Certificate and (ii) in the case of a destroyed, lost or stolen Transferor Certificate, there will shall be delivered to the Owner Trustee (as such and in its individual capacity) such security or indemnity as may be required by it to save it harmless, then the Owner Trustee on behalf of the Trust will shall execute and the Owner Trustee will shall authenticate and deliver, in exchange for or in lieu of the mutilated, destroyed, lost or stolen Transferor Certificate, a new Transferor Certificate of like tenor and denomination. In connection with the issuance of any new Transferor Certificate under this subsection 4.04(dSection 4.05(d), the Owner Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge or expense that may be imposed in connection therewith. Any duplicate Transferor Certificate issued pursuant to this subsection 4.04(dSection 4.05(d) will shall constitute conclusive evidence of ownership in the Trust, as if originally issued, whether or not the lost, stolen or destroyed Transferor Certificate will shall be found at any time.

Transferor Interest; Transferor Certificates. (a) The Transferor will Transferors shall hold an undivided beneficial interest in the Transferor Interest Trust Estate, having such rights as are set forth in this Agreement and the other Transaction DocumentsDocuments (such undivided beneficial interest, the "Transferor Interest"). Such Transferor Interest includes the right to receive amounts specified in the Indenture, any Indenture Supplement, the Asset Pool Supplement or any Transfer Agreement and the Servicing Administration Agreement to be distributed to the holders of the Transferor Interest. (b) At the election of the each Transferor (which election may, from time to time, be changed or otherwise revised by the applicable Transferor upon written notice by the such Transferor to the Owner Trustee), a Transferor Certificate representing the all or a portion of such Transferor’s 's interest in the Transferor Interest may be issued to the such electing Transferor in registered form, substantially in the form attached as Exhibit B C (the “each, a "Transferor Certificate”"). The No Transferor Certificate will not shall entitle its holder to any benefit under this Agreement, or be valid for any purpose, unless there will shall appear on such Transferor Certificate a certificate of authentication substantially in the form provided in Exhibit BC, executed by the Owner Trustee or the Owner Trustee’s 's authentication agent, by manual signature; such authentication will shall constitute conclusive evidence that the Certificate will shall have been duly authenticated and delivered hereunder. Each Transferor Certificate will shall be dated the date of its authentication. (c) To the fullest extent permitted by applicable law, neither the Transferor Certificates (or any interest therein) nor any the Transferor Interest (or any interest therein) may be sold, transferred, assigned, participated, pledged or otherwise disposed of to any Person; provided, however, that a Transferor Certificate (or any interest therein) may be sold, transferred, assigned, participated, pledged or otherwise disposed of if the transferor thereof has provided the Owner Trustee and the Indenture Trustee with a Master Trust Tax Opinion and an Issuer Tax Opinion and, if applicable, a Master Trust Tax Opinion, relating to such sale, transfer, assignment, participation, pledge or other disposition; provided further that any transfer by a Transferor of all or any part of its right, title and interest in and to the Transferor Interest to American Express Credit Corporation (or any subsidiary thereof) will not require delivery of an Issuer Tax Opinion. (d) If (i) a mutilated Transferor Certificate will shall be surrendered to the Owner Trustee, or if the Owner Trustee will shall receive evidence to its satisfaction of the destruction, loss or theft of a Transferor Certificate and (ii) in the case of a destroyed, lost or stolen Transferor Certificate, there will shall be delivered to the Owner Trustee (as such and in its individual capacity) such security or indemnity as may be required by it to save it harmless, then the Owner Trustee on behalf of the Trust will shall execute and the Owner Trustee will shall authenticate and deliver, in exchange for or in lieu of the mutilated, destroyed, lost or stolen Transferor Certificate, a new Transferor Certificate of like tenor and denomination. In connection with the issuance of any new Transferor Certificate under this subsection 4.04(dSection 4.05(d), the Owner Trustee may require the payment of a sum sufficient to cover any tax or other governmental charge or expense that may be imposed in connection therewith. Any duplicate Transferor Certificate issued pursuant to this subsection 4.04(dSection 4.05(d) will shall constitute conclusive evidence of ownership in the Trust, as if originally issued, whether or not the lost, stolen or destroyed Transferor Certificate will shall be found at any time.