Common use of Assignments by Purchasers Clause in Contracts

Assignments by Purchasers. Each Purchaser may assign, in whole or in part, its interests in the Receivables and its rights or obligations pursuant to this Agreement to any financial or other institution (which, in the case of an assignment by a Related Committed Purchaser, shall be to a financial institution with short-term unsecured debt ratings of at least “A-1” by Standard & Poor’s and “P-1” by Xxxxx’x and that is consented to in writing by the Administrator and the LC Bank, such consent not to be unreasonably withheld or delayed), pursuant to a supplement hereto, substantially in the form of Annex F with any changes as have been approved by the parties thereto (each, a “Transfer Supplement”) executed by each such assignee, such selling Purchaser, such related Purchaser Agent and the Administrator; provided that, so long as no Termination Event has occurred and is continuing, any such assignment (other than to another Purchaser or Program Support Provider within its Purchaser Group or conduit managed or sponsored by the same Purchaser Agent) shall require the consent of the Seller. No assignment shall be effective until recorded in the Register. The Administrator, acting solely for this purpose as an agent of the Seller, shall maintain at one of its offices in Pittsburgh, PA a copy of each Transfer Supplement delivered to it and a register for the recordation of the names and addresses of the Purchasers and the Commitments of, and principal amounts (and stated Discount) of the interests in the Receivables and rights under this Agreement owing to each Purchaser pursuant to the terms of this Agreement from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Seller and the Administrator shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Purchaser hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Seller and any Purchaser, at any reasonable time and from time to time upon reasonable prior notice.

Assignments by Purchasers. Each Purchaser may assign, in whole or in part, its interests in the Receivables and its rights or obligations pursuant to this Agreement to any financial or other institution (which, in the case of an assignment by a Related Committed Purchaser, shall be to a financial institution with short-term unsecured debt ratings of at least “A-1” by Standard & Poor’s and “P-1” by Xxxxx’x and that is consented to in writing by the Administrator and the LC Bank, such consent not to be unreasonably withheld or delayedMoody’s), pursuant xxxxxant to a supplement hereto, substantially in the form of Annex F with any changes as have been approved by the parties thereto (each, a “Transfer Supplement”) executed by each such assignee, such selling Purchaser, such related Purchaser Agent and the Administrator; provided that, so long as no Termination Event or Unmatured Termination Event has occurred and is continuing, any such assignment (other than to another Purchaser or Program Support Provider within its Purchaser Group or conduit managed or sponsored by the same Purchaser Agent, or to an Affiliate of Purchaser) shall require the consent of the SellerSeller (such consent not to be unreasonably withheld or delayed). No assignment shall be effective until recorded in the Register. The Administrator, acting solely for this purpose as an agent of the Seller, shall maintain at one of its offices in PittsburghNew York, PA NY or such other office designated by Administrator with notice to the other parties hereto a copy of each Transfer Supplement delivered to it and a register for the recordation of the names and addresses of the Purchasers and the Commitments of, and principal amounts (and stated Discount) of the interests in the Receivables and rights under this Agreement owing to each Purchaser pursuant to the terms of this Agreement from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Seller and the Administrator shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Purchaser hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Seller and any Purchaser, at any reasonable time and from time to time upon reasonable prior notice.

Assignments by Purchasers. Each No Senior Purchaser may assignassign its Commitment, in whole or in part, without the prior written consent of the Lessee. No Junior Purchaser may assign its interests Commitments and/or Notes, in whole or in part, prior to June 23, 2015. Thereafter, the Receivables Senior Purchaser may assign its Notes (but not its Commitments) and the Junior Purchaser may assign its rights Commitments and/or Notes (A) without the prior written consent of the Lessee or obligations pursuant to this Agreement the Owner to any financial or other institution Permitted Transferee and (which, in B) with the case consent of an assignment by a Related Committed Purchaser, the Lessee (which consent shall be to a financial institution with short-term unsecured debt ratings of at least “A-1” by Standard & Poor’s and “P-1” by Xxxxx’x and that is consented to in writing by the Administrator and the LC Bank, such consent not to be unreasonably withheld or delayed), ) to any other Person. Any such assignment shall be subject to the following terms: (i) it shall be effected pursuant to a supplement hereto, an agreement substantially in the form of Annex F the Assignment and Assumption Agreement; (ii) it shall be in a minimum principal amount of $5,000,000 (in the case of Senior Notes); and $2,000,000 (in the case of Junior Notes); and (iii) there shall be no more than four Senior Purchasers per Aircraft in the aggregate for the Senior Notes after giving effect to such assignment. Notwithstanding anything to the contrary set forth herein, no assignment or other transfer hereunder shall (1) require the Owner or the Lessee as a result thereof to pay any greater amount hereunder than the assignor or transferor Purchaser was entitled to hereunder or (2) otherwise increase the obligations of the Owner or the Lessee under any Operative Document by reference to the laws in effect at the time of the assignment or transfer. Subject to Section 2(a), effective upon the assignment of any Commitment, the assigning Purchaser shall be relieved of its obligations in respect of such Commitment to the extent the assignee thereof shall have become obligated in respect thereof. Neither the Owner nor the Lessee shall be liable for any costs, fees or expenses in connection with any changes assignment or transfer of Commitments or Notes, except if an Event of Default shall have occurred and be continuing, the Owner shall be liable for any associated legal expenses reasonably incurred. In addition, an assignee of any Junior Purchaser may be designated as have been approved by a Special Junior Lender in the parties thereto (each, a “Transfer Supplement”) executed by each such assignee, such selling Purchaser, such related Purchaser Agent applicable Assignment and the AdministratorAssumption Agreement; provided that, so long as no Termination Event if either (x) such assignee has occurred and is continuingbeen assigned Junior Notes representing more than one-half of the aggregate outstanding principal amount of the Junior Notes of all Series, any in the aggregate or (y) such assignment shall have been effected after the date that is the six-month anniversary of the delivery date of the later of (other than A) the last Aircraft financed hereunder or (B) the last Other Aircraft financed under the Other Facility Agreement, then, in either such case, such designation shall be subject to another Purchaser or Program Support Provider within its Purchaser Group or conduit managed or sponsored by the same Purchaser Agent) shall require the prior written consent of the Seller. No assignment shall be effective until recorded in the Register. The Administrator, acting solely for this purpose as an agent of the Seller, shall maintain at one of its offices in Pittsburgh, PA a copy of each Transfer Supplement delivered to it and a register for the recordation of the names and addresses of the Purchasers and the Commitments of, and principal amounts (and stated Discount) of the interests in the Receivables and rights under this Agreement owing to each Purchaser pursuant to the terms of this Agreement from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Seller and the Administrator shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Purchaser hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Seller and any Purchaser, at any reasonable time and from time to time upon reasonable prior noticeOwner.

Assignments by Purchasers. Each Purchaser may assign, in whole or in part, its interests in the Receivables and its rights or obligations pursuant to this Agreement to any financial or other institution (which, in the case of an assignment by a Related Committed Purchaser, shall be to a financial institution with short-term unsecured debt ratings of at least “A-1” by Standard & Poor’s and “P-1” by Xxxxx’x Moody’s and that is consented to in writing by the Administrator and the LC Bank, such consent not to be unreasonably withheld or delayed), pursuant to a supplement hereto, substantially in the form of Annex F with any changes as have been approved by the parties thereto (each, a “Transfer Supplement”) executed by each such assignee, such selling Purchaser, such related Purchaser Agent and the Administrator; provided that, so long as no Termination Event has occurred and is continuing, any such assignment (other than to another Purchaser or Program Support Provider within its Purchaser Group or conduit managed or sponsored by the same Purchaser Agent) shall require the consent of the Seller. No assignment shall be effective until recorded in the Register. The Administrator, acting solely for this purpose as an agent of the Seller, shall maintain at one of its offices in Pittsburgh, PA a copy of each Transfer Supplement delivered to it and a register for the recordation of the names and addresses of the Purchasers and the Commitments of, and principal amounts (and stated Discount) of the interests in the Receivables and rights under this Agreement owing to each Purchaser pursuant to the terms of this Agreement from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Seller and the Administrator shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Purchaser hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Seller and any Purchaser, at any reasonable time and from time to time upon reasonable prior notice.

Assignments by Purchasers. Each Purchaser may assign, in whole or in part, its interests in the Receivables and its rights or obligations pursuant to this Agreement to any financial or other institution (which, in the case of an assignment by a Related Committed Purchaser, shall be to a financial institution with short-term unsecured debt ratings of at least “A-1” by Standard & Poor’s and “P-1” by Xxxxx’x and that is consented to in writing by the Administrator and the LC Bank, such consent not to be unreasonably withheld or delayedXxxxx’x), pursuant to a supplement hereto, substantially in the form of Annex F with any changes as have been approved by the parties thereto (each, a “Transfer Supplement”) executed by each such assignee, such selling Purchaser, such related Purchaser Agent and the Administrator; provided that, so long as no Termination Event or Unmatured Termination Event has occurred and is continuing, any such assignment (other than to another Purchaser or Program Support Provider within its Purchaser Group or conduit managed or sponsored by the same Purchaser Agent, or to an Affiliate of Purchaser) shall require the consent of the SellerSeller (such consent not to be unreasonably withheld or delayed). No assignment shall be effective until recorded in the Register. The Administrator, acting solely for this purpose as an agent of the Seller, shall maintain at one of its offices in PittsburghNew York, PA NY or such other office designated by Administrator with notice to the other parties hereto a copy of each Transfer Supplement delivered to it and a register for the recordation of the names and addresses of the Purchasers and the Commitments of, and principal amounts (and stated Discount) of the interests in the Receivables and rights under this Agreement owing to each Purchaser pursuant to the terms of this Agreement from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Seller and the Administrator shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Purchaser hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Seller and any Purchaser, at any reasonable time and from time to time upon reasonable prior notice.