Restrictions on and Effect of Transfer. No Participant shall assign, convey or otherwise transfer all or any portion of its right, title or interest in, to or under any Note or Certificate without the prior written consent of Agent (who may condition its approval upon the satisfaction of any or all of the conditions of subsections (a) through (g) below), and, so long as no Lease Event of Default exists, Lessee, except that without the prior written consent of Agent or Lessee, (w) any Participant may pledge or encumber its interest in all or any portion of a Note or a Certificate to another Person; PROVIDED, that no transfer upon a foreclosure pursuant to such a pledge or encumbrance may occur unless the other provisions of this Section are complied with, (x) any Participant may transfer all or any portion of its interest to a member of its Consolidated Group, (y) any Participant may transfer all or any portion of its interest to any other existing Participant or to a Prequalified Transferee upon compliance with SUBSECTIONS (a), (b), (c), (d), and (e) below, and (z) any Participant may transfer its interest upon compliance with SUBSECTIONS (a) through (e) below; and PROVIDED, FURTHER, that the restrictions set forth in this SECTION 6.2 shall not apply to a Participation, with respect to which SECTION 6.3 shall apply:
Restrictions on and Effect of Transfer. So long as no Lease Event of Default or Loan Event of Default shall have occurred and be continuing, no Participant shall assign, convey or otherwise transfer all or any portion of its right, title or interest in, to or under any of the Operative Documents, or any Note or Certificate, except that (x) any Participant may pledge its interest in the ordinary course of its business without the consent of Lessee; provided, that such pledge provides that no transfer upon a foreclosure pursuant to such a pledge may occur unless the other provisions of this Section are complied with, (y) any Participant may transfer all or any portion of its interest to any other existing Participant or an Affiliate of such Participant and, upon compliance with any applicable provisions of Section 6.4(a), may sell, assign or otherwise transfer a participation in its interest in any of the foregoing; provided, that no Loan Participant shall become, by means of such transfer, a Participant under the Operative Documents, and Lessee shall be entitled to continue to deal for all purposes under the Operative Documents exclusively with the Participant who has transferred such participation, and (z) any Participant may transfer any or all of such right, title and interest upon the satisfaction of each of the following conditions:
Restrictions on and Effect of Transfer. The Lessor shall not sell, assign, transfer or otherwise dispose of, or mortgage, pledge or otherwise encumber, all or any portion of its right, title or interest in, to or under any of the Operative Documents other than in accordance with the provisions of the Operative Documents.
Restrictions on and Effect of Transfer. No Lender shall assign, convey or otherwise transfer (including pursuant to a participation) all or any portion of its right, title or interest in, to or under any of the Operative Documents except that (i) without the prior written consent of Administrative Agent or the Lessee(x) any Lender may pledge or assign all or any portion of its interest to any Federal Reserve Bank in accordance with applicable law and (y) any Lender may transfer all or any portion of its interest to any of its Affiliates or to any other existing Participant and (z) any Lender may enter into a participation with a Loan Participant pursuant to Section 6.4. and (ii) with the prior written consent of Administrative Agent, which shall not be unreasonably withheld, and, provided a Lease Event of Default does not exist, the Lessee (which consent shall not be unreasonably withheld), any Lender may transfer any or all of such right, title and interest upon the satisfaction of each of the following conditions:
Restrictions on and Effect of Transfer. Notwithstanding the provisions of SECTION 6.2 of the Participation Agreement, each of the parties to this Agreement hereby consents to the sale of the Purchased Interests to the Purchaser.
Restrictions on and Effect of Transfer. Except for the transactions contemplated hereby, no Participant shall assign, convey or otherwise transfer (including pursuant to a participation) all or any portion of its right, title or interest in, to or under any of the Operative Documents, except (x) with respect to the Noteholders, as provided in Article 2.08 of the Indenture of Trust, and (y) with respect to the Facility Lender and the Lessor, with the prior written consent of the Indenture Trustee and Lessee, which consent, in the case of the Indenture Trustee, shall not be unreasonably withheld, and (z) with respect to the Lessor, with the prior written consent of the Lessee and only if the Lessor shall have provided written confirmation from each of Moodx'x xxx S&P that immediately after giving effect to such transfer the Fixed Rate Notes shall not be rated lower than the Fixed Rate Notes are rated immediately prior to such transfer and such transfer shall not result in a downgrade, withdrawal or qualification of the ratings assigned to the Fixed Rate Notes by Moodx'x xxx S&P; provided that, in the event that an Event of Default has occurred and is continuing pursuant to which the Participants have begun to exercise remedies against the Lessee or Guarantor, the consent of the Lessee shall not be required for any such transfer by the Lessor. Any transfer made pursuant to the Operative Documents shall be subject to the Security Documents and any transferee or assignee shall expressly agree in writing to be bound by the terms of this Participation Agreement.
Restrictions on and Effect of Transfer. Ground Lessee shall not sell, assign, transfer or otherwise dispose of, or mortgage, pledge or otherwise encumber, all or any portion of its right, title or interest in, to or under any of the Operative Documents other than in accordance with the provisions of the Operative Documents.
Restrictions on and Effect of Transfer. (a) No Certificate -------------------------------------- Purchaser shall assign, convey or otherwise transfer all or any portion of its right, title or interest in, to or under any of the Operative Documents or any Certificate, except that without the prior written consent of Lessee, (x) any bank or similar financial or commercial lending institution may pledge its Certificate in the ordinary course of its business without the consent of Lessee, provided, that no transfer upon a foreclosure pursuant to such a pledge -------- may occur unless the other provisions of this Section 11.6 are complied with, ------------ (y) any Certificate Purchaser may transfer all or any portion of its Certificate to an Affiliate or to any other existing Certificate Purchaser and (z) any Certificate Purchaser may transfer any or all of its Certificate upon the satisfaction of each of the following conditions:
Restrictions on and Effect of Transfer. No Lender shall assign, convey or otherwise transfer (including pursuant to a participation) all or any portion of its right, title or interest in, to or under any of the Operative Documents except that (i) without the prior written consent of Administrative Agent or the Lessee or any other Person (x) any Lender may pledge or assign all or any portion of its interest to any Federal Reserve Bank in accordance with applicable law, (y) any Lender may transfer all or any portion of its interest to any of its Affiliates or to any other existing Participant and (z) any Lender may enter into a participation with a Loan Participant pursuant to SECTION 6.4; and (ii) with the prior written consent of Administrative Agent, which shall not be unreasonably withheld, and, provided a Lease Event of Default does not exist, the Lessee (which consent shall not be unreasonably withheld), any Lender may transfer any or all of such right, title and interest upon the satisfaction of each of the following conditions:
Restrictions on and Effect of Transfer. No Lender shall assign and delegate all or any portion of its right, title or interest in, to or under any of the Operative Documents, its Commitment, the Loans or any Note, except (x) that any Lender may pledge, assign or grant a security interest in its interest to any Federal Reserve Board or any other central bank authority with respect to such Lender, (y) upon satisfaction of the conditions set forth in clauses (a) through (d) of this Section 6.2 any Lender may transfer all or any ratable portion of its interest to an Affiliate or to any other existing Lender or any Affiliate of such Lender and, upon compliance with any applicable provisions of Section 6.3(a), may sell, assign or otherwise transfer a participation in its interest in any of the foregoing; provided, that no Participating Entity (as hereinafter defined) shall become, by means of such transfer, a Lender under the Operative Documents, and Lessee shall be entitled to continue to deal for all purposes under the Operative Documents exclusively with Lender who has transferred such participation, and (z) any Lender may assign and delegate any ratable portion or all of such right, title and interest upon the satisfaction of each of the following conditions (which conditions will not be applicable to a transfer pursuant to clause (x) or (y) of this Section 6.2):
