Common use of Ownership Interest; Prohibitions on Transfer Clause in Contracts

Ownership Interest; Prohibitions on Transfer. (a) The Ownership Interest will initially be beneficially owned by DCWR. Transfers of the Ownership Interest may be made between DCWR and any other Person who is an Affiliate of DCWR (a "Permitted Affiliate Transferee") upon delivery to the CARCO Receivables Trust Trustee and the Owner Trustee of a CARCO Trust Tax Opinion and an Issuer Tax Opinion, respectively, with respect to such transfer. The Beneficiary shall not sell, participate, transfer, assign, exchange or otherwise pledge or convey all or any part of its right, title and interest in and to its Ownership Interest to any other Person, except to any Permitted Affiliate Transferee. Any purported transfer by the Beneficiary of all or any part of its right, title and interest in and to its Ownership Interest to any Permitted Affiliate Transferee will be effective only upon the issuance of a CARCO Trust Tax Opinion and an Issuer Tax Opinion, which will not be an expense of the Owner Trustee or the Trustee Bank. Any purported transfer by the Beneficiary of all or any part of its right, title and interest in and to its Ownership Interest which is not in compliance with the terms of this Section 10.01 will be null and void. (b) As part of the Ownership Interest, the Beneficiary will be entitled to all rights provided to it under this Agreement and will be subject to the terms and conditions contained in this Agreement. (c) The Ownership Interest will not be represented by a certificate or other instrument. The Owner Trustee will maintain at its office referred to in Section 2.07, or at the corporate trust office of JPMorgan Chase Bank or any other agent appointed by it and approved in writing by the Beneficiary, a register for the registration of the Ownership Interest. Such register will show the name and address of the holder of the Ownership Interest, and the Owner Trustee will treat such register as definitive and binding for all purposes hereunder. A registration of a transfer of the Ownership Interest shall only be made upon satisfaction of the conditions in Section 10.01(a) and delivery to the Owner Trustee of a copy of the proposed assignment documentation and a certification from the Beneficiary that such conditions have been satisfied.

Ownership Interest; Prohibitions on Transfer. (a) The Ownership Interest Interests will initially be beneficially owned by DCWRthe Depositor. Transfers of interests in the Ownership Interest and the Trust Certificate may be made between DCWR and to any other Person who (i) is an Affiliate of DCWR the Depositor, (ii) is not a Seller under the Loan Purchase Agreement and (iii) is a U.S. person within the meaning of Section 7701(a)(30) of the Internal Revenue Code (a "Person meeting the requirements of (i), (ii) and (iii), a “Permitted Affiliate Transferee") upon delivery to the CARCO Receivables Trust Trustee and the Owner Trustee of a CARCO Trust Tax Opinion and an Issuer Tax Opinion, respectively, with respect to such transfer”). The Beneficiary shall may not sell, participate, transfer, assign, exchange or otherwise pledge or convey all or any part of its right, title and interest in and to the Trust Certificate or its Ownership Interest to any other Person, except to any Permitted Affiliate Transferee. It shall be a condition to any such transfer, assignment, exchange or pledge (i) that the Beneficiary and the proposed Permitted Transferee certify to the Owner Trustee that such proposed transfer, assignment, exchange or pledge complies with this Section 10.02 and all restrictive legends required hereby and (ii) if made without the prior written consent of the Directing Holder (to be obtained by the Depositor), that the Owner Trustee shall have received a certificate of an Authorized Officer of the Depositor confirming that such transfer, assignment, exchange or pledge will not adversely affect the interests of the Noteholders under and in connection with the Notes and the Transaction Documents. Any purported transfer by the Beneficiary of all or any part of its right, title and interest in and to its the Trust Certificate or the Ownership Interest (1) to any Permitted Affiliate Transferee Person will be effective only upon the issuance of an Opinion of Counsel with respect to non-consolidation matters (and, if such Person is a CARCO Trust Tax Opinion Seller or an Affiliate of a Seller, true sale matters) and an Issuer a Tax Opinion, which will not be an expense of the Owner Trustee or the Trustee Bank. Any purported transfer by the Beneficiary of all or any part of its rightTrustee, title and interest in and to its Ownership Interest which is (2) not in compliance with the terms of this Section 10.01 10.02 will be null and void. (b) As part of the Ownership Interest, the Beneficiary will be entitled to all rights provided to it under this Agreement and will be subject to the terms and conditions contained in this Agreement. (c) The Ownership Interest will not be represented by a certificate or other instrument. The Owner Trustee will maintain at its office referred to in Section 2.07, or at the corporate trust office of JPMorgan Chase Bank or any other agent appointed by it and approved in writing by the Beneficiary, a register for the registration of the Ownership Interest. Such register will show the name and address of the holder of the Ownership Interest, and the Owner Trustee will treat such register as definitive and binding for all purposes hereunder. A registration of a transfer of the Ownership Interest shall only be made upon satisfaction of the conditions in Section 10.01(a) and delivery to the Owner Trustee of a copy of the proposed assignment documentation and a certification from the Beneficiary that such conditions have been satisfied.

Ownership Interest; Prohibitions on Transfer. (a) The Ownership Interest Interests will initially be beneficially owned by DCWRthe Depositor. Transfers of interests in the Ownership Interest and the Trust Certificate may be made between DCWR and to any other Person who (i) is an Affiliate of DCWR the Depositor, (ii) is not a Seller under the Loan Purchase Agreement and (iii) is a U.S. person within the meaning of Section 7701(a)(30) of the Internal Revenue Code (a "Person meeting the requirements of (i), (ii) and (iii), a “Permitted Affiliate Transferee") upon delivery to the CARCO Receivables Trust Trustee and the Owner Trustee of a CARCO Trust Tax Opinion and an Issuer Tax Opinion, respectively, with respect to such transfer”). The Beneficiary shall may not sell, participate, transfer, assign, exchange or otherwise pledge or convey all or any part of its right, title and interest in and to the Trust Certificate or its Ownership Interest to any other Person, except to any Permitted Affiliate Transferee. It shall be a condition to any such transfer, assignment, exchange or pledge (i) that the Beneficiary and the proposed Permitted Transferee certify to the Owner Trustee that such proposed transfer, assignment, exchange or pledge complies with this Section 10.02 and all restrictive legends required hereby and (ii) if made without the prior written consent of the Directing Holder (to be obtained by the Depositor), that the Owner Trustee shall have received a certificate of an Authorized Officer of the Depositor confirming that such transfer, assignment, exchange or pledge will not adversely affect the interests of the Noteholders under and in connection with the Notes and the Transaction Documents. Any purported transfer by the Beneficiary of all or any part of its right, title and interest in and to its the Trust Certificate or the Ownership Interest (1) to any Permitted Affiliate Transferee Person will be effective only upon the issuance of an Opinion of Counsel with respect to non-consolidation matters (and, if such Person is a CARCO Trust Tax Opinion Seller or an Affiliate of a Seller, true sale matters) and an Issuer a Tax Opinion, which will not be an expense of the Owner Trustee or the Trustee Bank. Any purported transfer by the Beneficiary of all or any part of its rightTrustee, title and interest in and to its Ownership Interest which is (2) not in compliance with the terms of this Section 10.01 10.02 will be null and void. (b) As part The Trust Certificate will bear a legend setting forth the restriction on the transferability of the Ownership Interest, the Beneficiary will be entitled to all rights provided to it under this Agreement and will be subject to the terms and conditions contained in this Agreement. (c) The Ownership Interest will not be represented by a certificate or other instrument. The Owner Trustee will maintain at its office referred to in Section 2.07, or at the corporate trust office of JPMorgan Chase Bank or any other agent appointed by it and approved in writing by the Beneficiary, a register for the registration of the Ownership Interest. Such register will show the name and address of the holder of the Ownership Interest, and the Owner Trustee will treat such register Trust Certificate substantially as definitive and binding for all purposes hereunder. A registration of a transfer of the Ownership Interest shall only be made upon satisfaction of the conditions in Section 10.01(a) and delivery to the Owner Trustee of a copy of the proposed assignment documentation and a certification from the Beneficiary that such conditions have been satisfied.follows:

Ownership Interest; Prohibitions on Transfer. (a) The Ownership Interest will initially be beneficially owned by DCWR. Transfers of the Ownership Interest may be made between DCWR and any other Person who is an Affiliate of DCWR (a "Permitted Affiliate Transferee") upon delivery to the CARCO Receivables Trust Trustee and the Owner Trustee of a CARCO Receivables Trust Tax Opinion and an Issuer Tax Opinion, respectively, with respect to such transfer. The Beneficiary shall may not sell, participate, transfer, assign, exchange or otherwise pledge or convey all or any part of its right, title and interest in and to its Ownership Interest to any other Person, except to any Permitted Affiliate Transferee. Any purported transfer by the Beneficiary of all or any part of its right, title and interest in and to its Ownership Interest to any Permitted Affiliate Transferee will be effective only upon the issuance of a CARCO Receivables Trust Tax Opinion and an Issuer Tax OpinionOpinion (each as defined in the Indenture), which will not be an expense of the Owner Trustee or the Trustee Bank. Any purported transfer by the Beneficiary of all or any part of its right, title and interest in and to its Ownership Interest which is not in compliance with the terms of this Section 10.01 will be null and void. (b) As part of the Ownership Interest, the Beneficiary will be entitled to all rights provided to it under this Agreement and will be subject to the terms and conditions contained in this Agreement. (c) The Ownership Interest will not be represented by a certificate or other instrument. The Owner Trustee will maintain at its office referred to in Section 2.07, or at the corporate trust office of JPMorgan Chase Bank or any other agent appointed by it and approved in writing by the Beneficiary, a register for the registration of the Ownership Interest. Such register will show the name and address of the holder of the Ownership Interest, and the Owner Trustee will treat such register as definitive and binding for all purposes hereunder. A registration of a transfer of the Ownership Interest shall only be made upon satisfaction of the conditions in Section 10.01(a) and delivery to the Owner Trustee of a copy of the proposed assignment documentation and a certification from the Beneficiary that such conditions have been satisfied.