Required Notice and Effective Date. Any Participant desiring to effect a transfer of its interest shall give written notice of each such proposed transfer to the Lessee, the Agent and each other Participant at least five (5) Business Days prior to such proposed transfer, setting forth the name of such proposed transferee, the percentage or interest to be retained by such Participant, if any, and the date on which such transfer is proposed to become effective. All reasonable out-of-pocket costs (including, without limitation, legal expenses) incurred by the Lessor, the Agent or any Participant in connection with any such disposition by a Participant under this Section 12.1 shall be borne by such transferring Participant. In the event of a transfer under this Section 12.1, any expenses incurred by the transferee in connection with its review of the Operative Documents and its investigation of the transactions contemplated thereby shall be borne by such transferee or the relevant Participant, as they may determine, but shall not be considered costs and expenses which the Lessee is obligated to pay or reimburse under Section 9. Any such proposed transfer shall become effective upon the later of (i) the date proposed in the transfer notice referred to above and (ii) the date on which all conditions to such transfer set forth in this Section 12.1 shall have been satisfied.
Required Notice and Effective Date. Any Participant desiring to effect a transfer of its interest shall give written notice of each such proposed transfer to Lessee and Administrative Agent at least five (5) days prior to such proposed transfer, setting forth the name of such proposed transferee, the percentage of interest to be retained by such Participant, if any, and the date on which such transfer is proposed to become effective. All reasonable out-of-pocket costs incurred by Administrative Agent in connection with any such disposition by a Participant under this Section 6.3 shall be borne by such Participant. In the event of a transfer under this Section 6.3, any expenses incurred by the Participation Agreement transferee in connection with its review of the Operative Documents and its investigation of the transactions contemplated thereby shall be borne by such transferee or the relevant Participant, as they may determine, but shall not be considered costs and expenses which Lessee is obligated to pay or reimburse under Section 9.9.
Required Notice and Effective Date. Any Lessor desiring to effect a transfer of its interest hereunder shall give written notice of each such proposed transfer to Lessee and Agent at least ten (10) days prior to such proposed transfer, setting forth the name of such proposed transferee, the percentage or interest to be retained by such Lessor, if any, and the date on which such transfer is proposed to become effective. All reasonable out-of-pocket costs incurred by Agent in connection with any such disposition by a Lessor under this Section 11.8 shall be borne by such Lessor, unless such transfer is being made pursuant to Section 7.6, in which case such costs shall be borne by Lessee. In the event of a transfer under this Section 11.8, any expenses incurred by the transferee in connection with its review of the Operative Agreements and its investigation of the transactions contemplated thereby shall be borne by such transferee or the relevant Lessor, as they may determine, but shall not be considered costs and expenses which Lessee is obligated to pay or reimburse under Section 11.5, unless such transfer is being made pursuant to Section 7.6.
Required Notice and Effective Date. Notwithstanding the provisions of SECTION 6.2.1 of the Participation Agreement, (i) Trustee, each Seller and Lessee hereby waive the requirement that such parties receive five (5) Business Days prior written notice of the transfer of the Purchased Interests contemplated by this Agreement, (ii) the parties hereto agree that (x) all reasonable out-of pocket costs (including any applicable transfer tax) incurred by the Trustee in connection with the transfer of the Purchased Interests contemplated by this Agreement, together with the administrative fee payable to the Trustee in the amount of $2,500, and (y) any expenses incurred by Purchaser in connection with its review of the Operative Documents and its investigation of the transactions contemplated thereby, shall be borne by the Purchaser.
Required Notice and Effective Date. Any Investor desiring to effect a transfer of its interest shall give written notice of each such proposed transfer to Agent at least five (5) days prior to such proposed transfer, setting forth the name of such proposed transferee, the percentage or interest to be retained by such Investor, if any, and the date on which such transfer is proposed to become effective. In the case of a transfer by an Investor of its interest in the Trust, such Investor shall notify the Transfer Agent and Certificate Registrar of such transfer and surrender its Trust Certificate(s) for transfer pursuant to SECTION 4.07 of the Trust Agreement. In the event of a transfer under this SECTION 21.7, any expenses incurred by the transferee in connection with its review of the Basic Documents and its investigation of the transactions contemplated thereby shall be borne by such transferee or the relevant Investor, as they may determine, but shall not be considered costs and expenses which Lessee is obligated to pay or reimburse.
Required Notice and Effective Date. Upon a transfer pursuant to which this SECTION 6.2(a) applies, the Participant desiring to effect a transfer of all or any portion of its interest shall give written notice of such proposed transfer to Lessee, Agent and each other Participant at least ten (10) days prior to such proposed transfer, setting forth the name of such proposed transferee, the percentage or interest to be retained by such Participant, if any, and the date on which such transfer is proposed to become effective. Any expenses incurred by the transferee in connection with the transfer of a Participant's interest shall be borne by such transferee or the relevant Participant, as they may determine, but shall not be considered costs and expenses which Lessee is obligated to pay or reimburse under SECTION 9.9, except in the case of a transfer made pursuant to SECTION 9.9(c)(v).
Required Notice and Effective Date. Any Lessor desiring to effect a transfer of its interest hereunder shall give written notice of each such proposed transfer to Lessee and Administrative Agent at least ten (10) days prior to such proposed transfer, setting forth the name of such proposed transferee, the percentage or interest to be retained by such Lessor, if any, and the date on which such transfer is proposed to become effective. Except in the case of a transfer by a Lessor to another existing Lessor or by a Lessor to an Affiliate, the transferring Lessor shall pay to Administrative Agent a transfer fee of $3,000. In the event of a transfer under this Section 11.8, any expenses incurred by the transferee in connection with its review of the Operative Agreements and its investigation of the transactions contemplated thereby shall be borne by such transferee or the relevant Lessor, as they may determine, but shall not be considered costs and expenses which Lessee is obligated to pay or reimburse under Section 11.5, unless such transfer is being made pursuant to Section 7.6. No Lessor shall effect a transfer of its interests hereunder to any Person not incorporated under the laws of the United States or a State thereof unless such Person delivers to the Administrative Agent, for the benefit of the Lessee, upon the closing of such transfer, Forms 1001 or 4224 (or successor forms), in each case certifying that such transferee is entitled to receive payments hereunder and under the other Operative Agreements without deduction or withholding of any United States Federal income taxes. The Administrative Agent shall transmit such Forms to the Lessee immediately after such closing.
Required Notice and Effective Date. Any Certificate Purchaser ---------------------------------- desiring to effect a transfer of its interest shall give written notice of each such transfer to Lessee, Certificate Trustee and each other Certificate Purchaser promptly upon such transfer, setting forth the name of the transferee, the percentage or interest to be retained by such Certificate Purchaser, if any, and the date on which such transfer is proposed to become effective. All reasonable out-of-pocket costs incurred by Certificate Trustee in connection with any such disposition by a Certificate Purchaser under this Section 11.6 shall be borne by such ------------ Certificate Purchaser. In the event of a transfer under this Section 11.6, ------------ any expenses incurred by the transferee in connection with its review of the Operative Documents and its investigation of the Overall Transaction shall be borne by such transferee or the relevant Certificate Purchaser, as they may determine, but shall not be considered costs and expenses which Lessee is obligated to pay or reimburse under Section 14.1. ------------
Required Notice and Effective Date. Any Lender desiring to effect a transfer of its interest shall give written notice of each such proposed transfer to Lessee, Agent and each other Participant at least ten (10) days prior to such proposed transfer, setting forth the name of such proposed transferee, the percentage or interest to be retained by such Lender, if any, and the date on which such transfer is proposed to become effective. All reasonable out-of-pocket costs incurred by Agent and Lessee in connection with any such disposition by a Lender under this Section 10.4 shall be borne by such Lender. In the event of a transfer under this Section 10.4, any expenses incurred by the transferee in connection with its review of the Operative Documents and its investigation of the transactions contemplated thereby shall be borne by such
Required Notice and Effective Date. Any Lender desiring to effect a transfer of its interest shall give written notice of each such proposed transfer to Parent, Lessees and the Administrative Agent at least seven (7) Business Days prior to such proposed transfer, setting forth the name of such proposed transferee, the percentage of interest to be retained by such Lender, if any, and the date on which such transfer is proposed to become effective. All reasonable out-of-pocket costs incurred by Trustee or the Administrative Agent in connection with any such disposition by a Lender under this Section 6.2 shall be borne by such Lender. In the event of a transfer under this Section 6.2, any expenses incurred by the transferee in connection with its review of the Operative Documents and its investigation of the transactions contemplated thereby shall be borne by such transferee or the relevant Lender, as they may determine, but shall not be considered costs and expenses which Lessees are obligated to pay or reimburse under Section 9.8.
