Common use of Transfer of Seller's Interest to Designated Affiliate Clause in Contracts

Transfer of Seller's Interest to Designated Affiliate. (a) Notwithstanding anything to the contrary contained in this Agreement, DCWR may sell, transfer, assign and otherwise convey all, but not less than all, of its right, title and interest in the Collateral of the Trust, the Seller's Interest, the DCMOT Certificate, this Agreement, the Related Documents and any other agreement, document or instrument relating to this Agreement or the transactions contemplated hereby and its obligations as Seller hereunder and thereunder to a Designated Affiliate (such transaction is referred to herein as the "Designated Affiliate Transfer"); provided that such Designated Affiliate assumes the performance of every covenant and obligation of DCWR under this Agreement, the Related Documents and any such other agreement, document or instrument. Such assignment and assumption shall automatically occur ten Business Days following the date notice thereof is given by DCWR to the Trust, the Trustee, the Rating Agencies, any Agent and any Enhancement Providers or on such later date as of which the conditions set forth in Section 7.04(b) are satisfied. (b) The Designated Affiliate Transfer may not be effected unless and until the following conditions precedent are satisfied: (i) DCWR, the Designated Affiliate and the Trust shall have executed and delivered an Assignment and Assumption Agreement, which shall be acknowledged and agreed to by the Trustee, and the Designated Affiliate shall have delivered to the Trust and the Trustee the Opinion of Counsel substantially in the form attached to the Assignment and Assumption Agreement; (ii) DCWR shall have delivered to the Trust and the Trustee an Officers' Certificate and an Opinion of Counsel to the effect that each condition precedent (including the requirement with respect to all required filings) provided by this Section 7.04(b) have been complied with; (iii) the Rating Agency Condition shall have been satisfied with respect to such Designated Affiliate Transfer; (iv) DCWR shall have delivered to the Trust and the Trustee an Issuer Tax Opinion (as defined in the Indenture) with respect to such Designated Affiliate Transfer; and (v) all filings required to continue the perfection of the respective interests of the Trust and of the Trustee, as the assignee of the Trust, in the Receivables and the Collateral Security shall have been duly made by such Designated Affiliate.

Transfer of Seller's Interest to Designated Affiliate. (a) Notwithstanding anything to the contrary contained in this Agreement, DCWR CARCO, as initial Seller, may sell, transfer, assign and otherwise convey all, but not less than all, of its right, title and interest in the Collateral of the TrustTrust Assets, the Seller's Interest, the DCMOT CARCO Certificate, this Agreement, the Related Documents and any other agreement, document or instrument relating to this Agreement or the transactions contemplated hereby and its obligations as Seller hereunder and thereunder to a Designated Affiliate (such transaction is referred to herein as the "Designated Affiliate Transfer"); provided that such Designated Affiliate assumes the performance of every covenant and obligation of DCWR CARCO under this Agreement, the Related Documents and any such other agreement, document or instrument. Such assignment and assumption shall automatically occur ten 10 Business Days following the date notice thereof is given by DCWR CARCO to the Trust, the Trustee, the Rating Agencies, any Agent and any Enhancement Providers or on such later date as of which the conditions set forth in Section 7.04(b) are satisfied. (b) The Designated Affiliate Transfer may not be effected unless and until the following conditions precedent are satisfied: (i) DCWRCARCO, the Designated Affiliate and the Trust Trustee shall have executed and delivered an Assignment and Assumption Agreement, which shall be acknowledged and agreed to by the Trustee, Agreement and the Designated Affiliate shall have delivered to the Trust and the Trustee the Opinion opinion of Counsel substantially in the form attached to the Assignment and Assumption Agreement; (ii) DCWR CARCO shall have delivered to the Trust and the Trustee an Officers' officer's Certificate and an Opinion of Counsel to the effect that each condition precedent (including the requirement with respect to all required filings) provided by this Section 7.04(b7.04 (b) have been complied with; (iii) the Rating Agency Condition condition shall have been satisfied with respect to such Designated Affiliate Transfer; (iv) DCWR CARCO shall have delivered to the Trust and the Trustee an Issuer a Tax Opinion (as defined in the Indenture) opinion with respect to such Designated Affiliate Transfer; and (v) all filings required to continue the perfection perfected interest of the respective interests of the Trust and of the Trustee, as the assignee of the Trust, Trustee in the Receivables and the Collateral Security shall have been duly made by such Designated Affiliate. (c) Upon such transfer, the Designated Affiliate shall be deemed to have made all the representations and warranties of the Seller made in this Agreement as of the date of effectiveness of the Designated Affiliate Transfer. Upon the effectiveness of the Designated Affiliate Transfer, the Seller shall surrender the CARCO Certificate to the Transfer Agent and Registrar for registration of transfer and, upon the issuance of the new CARCO Certificate in the name of the Designated Affiliate, the term "Seller" or "CARCO" in this Agreement shall refer to such Designated Affiliate.

Transfer of Seller's Interest to Designated Affiliate. (a) Notwithstanding anything to the contrary contained in this Agreement, DCWR may sell, transfer, assign and otherwise convey all, but not less than all, of its right, title and interest in the Collateral of the TrustTrust Assets, the Seller's Interest, the DCMOT CARCO Certificate, this Agreement, the Related Documents and any other agreement, document or instrument relating to this Agreement or the transactions contemplated hereby and its obligations as Seller hereunder and thereunder to a Designated Affiliate (such transaction is referred to herein as the "Designated Affiliate Transfer"); provided that such Designated Affiliate assumes the performance of every covenant and obligation of DCWR under this Agreement, the Related Documents and any such other agreement, document or instrument. Such assignment and assumption shall automatically occur ten 10 Business Days following the date notice thereof is given by DCWR to the Trust, the Trustee, the Rating Agencies, any Agent and any Enhancement Providers or on such later date as of which the conditions set forth in Section 7.04(b) are satisfied. (b) The Designated Affiliate Transfer may not be effected unless and until the following conditions precedent are satisfied: (i) DCWR, the Designated Affiliate and the Trust Trustee shall have executed and delivered an Assignment and Assumption Agreement, which shall be acknowledged and agreed to by the Trustee, Agreement and the Designated Affiliate shall have delivered to the Trust and the Trustee the Opinion opinion of Counsel substantially in the form attached to the Assignment and Assumption Agreement; (ii) DCWR shall have delivered to the Trust and the Trustee an Officers' officer's Certificate and an Opinion of Counsel to the effect that each condition precedent (including the requirement with respect to all required filings) provided by this Section 7.04(b7.04 (b) have been complied with; (iii) the Rating Agency Condition shall have been satisfied with respect to such Designated Affiliate Transfer; (iv) DCWR shall have delivered to the Trust and the Trustee an Issuer a Tax Opinion (as defined in the Indenture) opinion with respect to such Designated Affiliate Transfer; and (v) all filings required to continue the perfection perfected interest of the respective interests of the Trust and of the Trustee, as the assignee of the Trust, Trustee in the Receivables and the Collateral Security shall have been duly made by such Designated Affiliate. (c) Upon such transfer, the Designated Affiliate shall be deemed to have made all the representations and warranties of the Seller made in this Agreement as of the date of effectiveness of the Designated Affiliate Transfer. Upon the effectiveness of the Designated Affiliate Transfer, the Seller shall surrender the CARCO Certificate to the Transfer Agent and Registrar for registration of transfer and, upon the issuance of the new CARCO Certificate in the name of the Designated Affiliate, the term "Seller" or "DCWR" in this Agreement shall refer to such Designated Affiliate.

Transfer of Seller's Interest to Designated Affiliate. (a) Notwithstanding anything to the contrary contained in this Agreement, DCWR may sell, transfer, assign and otherwise convey all, but not less than all, of its right, title and interest in the Collateral of the TrustTrust Assets, the Seller's Interest, the DCMOT CARCO Certificate, this Agreement, the Related Documents and any other agreement, document or instrument relating to this Agreement or the transactions contemplated hereby and its obligations as Seller hereunder and thereunder to a Designated Affiliate (such transaction is referred to herein as the "Designated Affiliate Transfer"); provided that such Designated Affiliate assumes the performance of every covenant and obligation of DCWR under this Agreement, the Related Documents and any such other agreement, document or instrument. Such assignment and assumption shall automatically occur ten Business Days following the date notice thereof is given by DCWR to the Trust, the Trustee, the Rating Agencies, any Agent and any Enhancement Providers or on such later date as of which the conditions set forth in Section 7.04(b) are satisfied. (b) The Designated Affiliate Transfer may not be effected unless and until the following conditions precedent are satisfied: (i) DCWR, the Designated Affiliate and the Trust Trustee shall have executed and delivered an Assignment and Assumption Agreement, which shall be acknowledged and agreed to by the Trustee, Agreement and the Designated Affiliate shall have delivered to the Trust and the Trustee the Opinion of Counsel substantially in the form attached to the Assignment and Assumption Agreement; (ii) DCWR shall have delivered to the Trust and the Trustee an Officers' Certificate and an Opinion of Counsel to the effect that each condition precedent (including the requirement with respect to all required filings) provided by this Section 7.04(b) have been complied with; (iii) the Rating Agency Condition shall have been satisfied with respect to such Designated Affiliate Transfer; (iv) DCWR shall have delivered to the Trust and the Trustee an Issuer a Tax Opinion (as defined in the Indenture) with respect to such Designated Affiliate Transfer; and (v) all filings required to continue the perfection perfected interest of the respective interests of the Trust and of the Trustee, as the assignee of the Trust, Trustee in the Receivables and the Collateral Security shall have been duly made by such Designated Affiliate. (c) Upon such transfer, the Designated Affiliate shall be deemed to have made all the representations and warranties of the Seller made in this Agreement as of the date of effectiveness of the Designated Affiliate Transfer. Upon the effectiveness of the Designated Affiliate Transfer, the Seller shall surrender the CARCO Certificate to the Transfer Agent and Registrar for registration of transfer and, upon the issuance of the new CARCO Certificate in the name of the Designated Affiliate, the term "Seller" or "DCWR" in this Agreement shall refer to such Designated Affiliate.