Effect of Transfer Certificate. A Transfer Certificate takes effect in accordance with English law as follows:
(a) to the extent specified in the Transfer Certificate, all rights and interests (present, future or contingent) which the Transferor Lender has under or by virtue of the Finance Documents are assigned to the Transferee Lender absolutely, free of any defects in the Transferor Lender’s title and of any rights or equities which the Borrower or any Security Party had against the Transferor Lender;
(b) the Transferor Lender’s Commitment is discharged to the extent specified in the Transfer Certificate;
(c) the Transferee Lender becomes a Lender with the Contribution previously held by the Transferor Lender and a Commitment of an amount specified in the Transfer Certificate;
(d) the Transferee Lender becomes bound by all the provisions of the Finance Documents which are applicable to the Lenders generally, including those about pro-rata sharing and the exclusion of liability on the part of, and the indemnification of, the Agent and the Security Trustee and, to the extent that the Transferee Lender becomes bound by those provisions (other than those relating to exclusion of liability), the Transferor Lender ceases to be bound by them;
(e) any part of the Loan which the Transferee Lender advances after the Transfer Certificate’s effective date ranks in point of priority and security in the same way as it would have ranked had it been advanced by the transferor, assuming that any defects in the transferor’s title and any rights or equities of the Borrower or any Security Party against the Transferor Lender had not existed;
(f) the Transferee Lender becomes entitled to all the rights under the Finance Documents which are applicable to the Lenders generally, including but not limited to those relating to the Majority Lenders and those under Clause 5.7 and Clause 20, and to the extent that the Transferee Lender becomes entitled to such rights, the Transferor Lender ceases to be entitled to them; and
(g) in respect of any breach of a warranty, undertaking, condition or other provision of a Finance Document or any misrepresentation made in or in connection with a Finance Document, the Transferee Lender shall be entitled to recover damages by reference to the loss incurred by it as a result of the breach or misrepresentation, irrespective of whether the original Lender would have incurred a loss of that kind or amount. The rights and equities of the Borrower or any Security Party referred to...
Effect of Transfer Certificate. A Transfer Certificate takes effect in accordance with English law as follows:
Effect of Transfer Certificate. A Transfer Certificate shall have effect in accordance with the following:
(a) to the extent that in that Transfer Certificate the Transferor Bank seeks to transfer its rights and/or its obligations under this Agreement and the other Finance Documents, each Obligor and the Transferor Bank shall each be released from further obligations to the other under this Agreement and the other Finance Documents and their respective rights against each other shall be cancelled (such rights and obligations being referred to in this Clause 27.7 as “discharged rights and obligations”);
(b) each Obligor, the Transferee Bank and the other Finance Parties shall each assume obligations towards each other and/or acquire rights against each other which differ from the discharged rights and obligations only insofar as the Transferee Bank has assumed and/or acquired the same in place of the Transferor Bank; and
(c) the Transferee Bank and the other Finance Parties shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the Transferee Bank been an original Party to this Agreement as a Bank with the rights and/or obligations acquired or assumed by it as a result of that transfer.
Effect of Transfer Certificate. A Transfer Certificate takes effect in accordance with English law as follows:
(a) to the extent specified in the Transfer Certificate, all rights and interests (present, future or contingent) which the Transferor Lender has under or by virtue of the Finance Documents are assigned to the Transferee Lender absolutely, free of any defects in the Transferor Lender’s title and of any rights or equities which either Borrower or any Security Party had against the Transferor Lender;
(b) the Transferor Lender’s Commitment is discharged to the extent specified in the Transfer Certificate;
Effect of Transfer Certificate. The effect of a Transfer Certificate is as follows:
Effect of Transfer Certificate. 52 19.3 Obligations prior to Transfer Certificate ...................53 19.4 Signing of Transfer Certificate .............................53 19.5
Effect of Transfer Certificate. A Transfer Certificate signed by the Administrative Agent as herein provided has the following effects:
Effect of Transfer Certificate. A Transfer Certificate takes effect in accordance with English law as follows:
(a) to the extent specified in the Transfer Certificate, all rights and interests (present, future or contingent) which the Transferor Lender has under or by virtue of the Finance Documents are assigned to the Transferee Lender absolutely, free of any defects in the Transferor Xxxxxx’s title and of any rights or equities which the Borrower or any Security Party had against the Transferor Lender;
(b) the Transferor Lender’s Commitment is discharged to the extent specified in the Transfer Certificate;
(c) the Transferee Lender becomes a Lender with the Contribution previously held by the Transferor Lender and a Commitment of an amount specified in the Transfer Certificate;
(d) the Transferee Lender becomes bound by all the provisions of the Finance Documents which are applicable to the Lenders generally, including those about pro-rata sharing and the exclusion of liability on the part of, and the indemnification of, the Agent and the Security Trustee and, to the extent that the Transferee Lender becomes bound by those provisions (other than those relating to exclusion of liability), the Transferor Lender ceases to be bound by them;
Effect of Transfer Certificate. To the extent that they are expressed to be the subject of the novation in the Transfer Certificate:
(a) the Existing Lender and the other parties to this Agreement (the "existing parties") will be released from their obligations to each other (the "discharged obligations");
(b) the New Lender and the existing parties will assume obligations towards each other which differ from the discharged obligations only insofar as they are owed to or assumed by the New Lender instead of the Existing Lender;
(c) the rights of the Existing Lender against the existing parties and vice versa (the "discharged rights") will be cancelled; and
(d) the New Lender and the existing parties will acquire rights against each other which differ from the discharged rights only insofar as they are exercisable by or against the New Lender instead of the Existing Lender, all on the date of execution of the Transfer Certificate by the Facility Agent or, if later, the date specified in the Transfer Certificate.
Effect of Transfer Certificate. Upon delivery to the Agent of any Transfer Certificate pursuant to Clause 19.1 and acceptance thereof by the Agent (which delivery and acceptance shall be evidenced exclusively and conclusively by the Agent's countersignature on such Transfer Certificate pursuant to Clause 19.4, without which such Transfer Certificate shall be ineffective):
19.2.1 save as provided in Clause 19.3, the respective rights of the Existing Lender and the Borrower against each other under this Agreement with respect to all or the relevant part of the Existing Lender's Commitment and/or participation in Advances (all as specified in the schedule to such Transfer Certificate) shall be terminated and each shall be released from all further obligations to the other(s) under this Agreement with respect thereto (all such rights and obligations to be so terminated or released being referred to in this Clause as "Discharged Rights and Obligations");
19.2.2 the Borrower and the New Lender shall each acquire rights against each other and assume obligations towards each other which (except as regards the identity of the parties thereto) are identical to the Discharged Rights and Obligations; and
