Common use of Restrictions on and Effect of Transfer Clause in Contracts

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. No Participant Lender shall assign, convey -------------------------------------- assign or otherwise transfer delegate all or any portion of its right, title or interest in, to or under any Note of the Operative Documents, its Commitment, the Loans or Certificate without any Note, except that (x) any Lender may pledge, assign or grant a security interest in its interest to the prior written consent of Agent Federal Reserve Board or any other central bank authority with respect to such Lender, (who may condition its approval y) upon the satisfaction of any or all of the conditions of subsections set forth in clauses (a) through (gc) below)and (f) of this Section 6.2, 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 Lender may pledge or encumber its interest in transfer ---------- --- --- ----------- 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 ratable portion of its interest to a member of its Consolidated Group, (y) any Participant may transfer all an Affiliate or any portion of its interest to any other existing Participant Lender or to a Prequalified Transferee any Affiliate of such Lender and, upon compliance with SUBSECTIONS (aany 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 (b)as hereinafter defined) shall become, (c)by means of such transfer, (d)a Lender under the Operative Documents, and (e) belowLessee shall be entitled to continue to deal for all purposes under the Operative Documents exclusively with the Lender who has transferred such participation, and (z) any Participant Lender may transfer its assign and delegate any ratable portion or all of such right, title and interest upon compliance with SUBSECTIONS the satisfaction of each of the following conditions (a) through (e) below; and PROVIDED, FURTHER, that the restrictions set forth in this SECTION 6.2 shall which conditions will not apply be applicable to a Participationtransfer pursuant to clause (x) or (y) of this Section ---------- --- ------- 6.2, with respect to which SECTION 6.3 shall apply:unless otherwise provided above): ---

Restrictions on and Effect of Transfer. No Participant Lender shall assign, convey or otherwise transfer assign and delegate 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)Operative Documents, andits Commitment, so long as no Lease Event of Default exists, Lesseethe Loans or any Note, 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 Lender may transfer all pledge, assign or any portion of grant a security interest in its interest to a member of its Consolidated Groupany Federal Reserve Board or any other central bank authority with respect to such Lender, (y) any Participant may transfer all or any portion upon satisfaction 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 the conditions set forth in clauses (a) through (e) belowof 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; and PROVIDED, FURTHERprovided, that no Participating Entity (as hereinafter defined) shall become, by means of such transfer, a Lender under the restrictions set forth in this SECTION 6.2 Operative Documents, and Lessees shall be entitled to continue to deal for all purposes under the Operative Documents exclusively with the 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 Participation Agreement upon the satisfaction of each of the following conditions (which conditions will not apply be applicable to a Participation, with respect transfer pursuant to which SECTION 6.3 shall apply:clause (x) or (y) of this Section 6.2 unless otherwise provided above):

Restrictions on and Effect of Transfer. No Participant Lender shall assign, convey or otherwise transfer all or any portion of its right, title or interest in, to or under any Note or Certificate any of the other Operative Documents without the prior written consent of each of Agent (who may condition its approval upon the satisfaction of any or all of the conditions of subsections (a) through (g) below)) Lessor, and, so long as no Lease Event of Default exists, CP Lender and Lessee, except that without the prior written consent of Agent or Lessee, Lessee (w) any Participant bank or similar financial or commercial lending institution may pledge or encumber its interest in all or the ordinary course of its business (including to any portion of a Note or a Certificate to another Person; PROVIDEDFederal Reserve Bank), provided that no transfer upon a foreclosure pursuant to such a pledge or encumbrance may occur unless the other provisions of this Section 10.4 are complied with, (x) any Participant Lender may transfer all or any portion of its interest to a member of its Consolidated GroupGroup upon compliance with subsections (a), (b) and (g) below, (y) any Participant Lender may transfer all or any portion of its interest to any other existing Participant or to a Prequalified Transferee upon compliance with SUBSECTIONS subsections (a), (b), (c), (d), f) and (eg) below, and (z) any Participant Lender may transfer its any or all of such right, title and interest upon compliance with SUBSECTIONS subsections (a) through (eg) below; and PROVIDEDprovided, FURTHERfurther, that the restrictions set forth in this SECTION 6.2 Section 10.4 shall not apply to a Participationparticipation, with respect to which SECTION 6.3 Section 10.5 shall apply: