Transfer Certificates. If any Lender wishes to transfer all or any of its Commitment as contemplated in clause 12.1 then such transfer may be effected by the delivery to the Agent of a duly completed and duly executed Transfer Certificate in which event, on the later of the Transfer Date specified in such Transfer Certificate and the fifth (5th) Business Day after the date of delivery of such Transfer Certificate to the Agent:
12.4.1 to the extent that in such Transfer Certificate the Lender which is a party thereto seeks to transfer its Commitment in whole, the Borrower and such Lender shall be released from further obligations towards each other under this Agreement and their respective rights against each other shall be cancelled other than existing claims against such Lender for breach of this Agreement (such rights, benefits and obligations being referred to in this clause 12.4 as “discharged rights and obligations”);
12.4.2 the Borrower and the Transferee which is a party thereto shall assume obligations towards each other and/or acquire rights against each other which differ from such discharged rights and obligations only insofar as the Borrower and such Transferee have assumed and/or acquired the same in place of the Borrower and such Lender;
12.4.3 the Lender Finance Parties and the Transferee shall acquire the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee been an original party to this Agreement as a Lender with the rights, benefits and/or obligations acquired or assumed by it as a result of such transfer; and
12.4.4 as between the Agent and the Transferee, the Transferee shall pay to the Agent a transfer fee of three thousand Dollars ($3,000).
Transfer Certificates. If a Lender wishes to transfer any of its rights and obligations under or pursuant to this Agreement, it may do so by delivering to the Agent a duly completed Transfer Certificate, in which event on the Transfer Date:
14.4.1 to the extent that that Lender seeks to transfer its rights and obligations, the Borrowers (on the one hand) and that Lender (on the other) shall be released from all further obligations towards the other;
14.4.2 the Borrowers (on the one hand) and the transferee (on the other) shall assume obligations towards the other identical to those released pursuant to Clause 14.4.1; and
14.4.3 the Agent, each of the Lenders and the transferee shall have the same rights and obligations between themselves as they would have had if the transferee had been an original party to this Agreement as a Lender PROVIDED THAT the Agent shall only be obliged to execute a Transfer Certificate once:
(a) it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the transfer to the transferee; and
(b) the transferee has paid to the Agent for its own account a transfer fee of three thousand five hundred Dollars ($3,500). The Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate, send to the Borrowers a copy of that Transfer Certificate.
Transfer Certificates. If a Facility Lender wishes to transfer any of its rights and obligations under or pursuant to this Agreement, it may do so by delivering to the Facility Agent and, if the Facility Lender is a K-Sure Facility Lender, the K-Sure Agent, if the Facility Lender is a GIEK Facility Lender, the GIEK Agent and, if the Facility Lender is a KEXIM Guarantee Facility Lender, the KEXIM Guarantee Agent a duly completed Transfer Certificate, in which event on the Transfer Date:
14.5.1 to the extent that that Facility Lender seeks to transfer its rights and obligations, the Borrower (on the one hand) and that Facility Lender (on the other) shall be released from all further obligations towards the other;
14.5.2 the Borrower (on the one hand) and the transferee (on the other) shall assume obligations towards the other identical to those released pursuant to clause 14.5.1; and
14.5.3 the Facility Agent, the K-Sure Agent, the GIEK Agent, the KEXIM Guarantee Agent, each of the Facility Lenders, the other Facility Beneficiaries and the transferee shall have the same rights and obligations between themselves as they would have had if the transferee had been an original Party as a Facility Lender, PROVIDED THAT the Facility Agent shall only be obliged to execute a Transfer Certificate once:
(a) it is satisfied it has complied with all necessary “know your customer” or other similar checks under all applicable laws and regulations in relation to the transfer to the transferee; and
(b) if that Facility Lender which is a transferor is also (or an Affiliate of that Facility Lender is) a Hedging Provider and it wishes (at its option) to novate its Hedging Agreement (or a portion thereof) to the transferee it is satisfied that the Hedging Provider which is (or is an Affiliate of) the Facility Lender wishing to transfer any of its rights and obligations under or pursuant to this Agreement, has novated or will novate simultaneously all of its rights and obligations under and pursuant to the Hedging Agreement to which it is a party in favour of the transferee; and
(c) the transferee has paid to the Facility Agent for its own account a transfer fee of three thousand Dollars. The Facility Agent is hereby authorised to sign any Transfer Certificate on behalf of each Facility Beneficiary and the Borrower and shall, as soon as reasonably practicable after it has executed a Transfer Certificate, send to the Borrower a copy of that Transfer Certificate. The Facility Agent is hereby authorised t...
Transfer Certificates. If a Lender wishes to transfer any of its rights and obligations under or pursuant to this Agreement, it may do so by delivering to the Agent a duly completed Transfer Certificate, in which event on the Transfer Date:
14.4.1 to the extent that that Lender seeks to transfer its rights and obligations, the Borrowers (on the one hand) and that Lender (on the other) shall be released from further obligations towards the other;
14.4.2 the Borrowers (on the one hand) and the transferee (on the other) shall assume obligations towards the other identical to those released pursuant to Clause 14.4.1 PROVIDED THAT if, as a result of circumstances existing at the date of the Transfer Certificate, the Borrowers would be obliged to make a payment to the transferee under Clause 8.5 (Increased costs) or Clause 17.3 (Grossing-up), then the transferee shall only be entitled to receive payment under that Clause to the same extent as that Lender would have been if the transfer had not taken place; and
14.4.3 the Agent, each of the Lenders and the transferee shall have the same rights and obligations between themselves as they would have had if the transferee had been an original party to this Agreement as a Lender with the rights and obligations transferred to it as a result of the transfer PROVIDED THAT the Agent shall only be obliged to execute a Transfer Certificate once:
(a) it is satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the transfer to the transferee; and
(b) the transferee has paid to the Agent for its own account a transfer fee of two thousand five hundred Dollars ($2,500) (at Agent's option). The Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate, send to the Borrowers a copy of that Transfer Certificate.
Transfer Certificates. Confirmation from the Agent that the transfers of the Existing Lenders’ Contributions referred to in Recital (B)(i) are effective.
Transfer Certificates. (a) In this Subclause: Transfer Date means, for a Transfer Certificate, the later of:
(i) the proposed Transfer Date specified in that Transfer Certificate;
(ii) the date on which the Facility Agent executes that Transfer Certificate; and a reference to an assignment including any related release and assumption.
(b) An assignment is effected if:
(i) the Existing Lender and the New Lender deliver to the Facility Agent a duly completed Transfer Certificate; and
(ii) the Facility Agent executes it. The Facility Agent must execute as soon as reasonably practicable a Transfer Certificate delivered to it and which appears on its face to be in order.
(c) Each Party (other than the Existing Lender and the New Lender) irrevocably authorises the Facility Agent to execute any duly completed Transfer Certificate on its behalf.
(d) For a transfer by assignment on the Transfer Date:
(i) the Existing Lender will assign absolutely to the New Lender the Existing Lender’s rights expressed to be the subject of the assignment in the Transfer Certificate;
(ii) the Existing Lender will be released from the obligations expressed to be the subject of the release in the Transfer Certificate other than those obligations which have arisen as a result of a breach by such Existing Lender of its obligations under the Finance Documents; and
(iii) the New Lender will become a Lender under this Agreement and will be bound by obligations equivalent to those from which the Existing Lender is released under sub paragraph (ii) above.
(e) The Facility Agent must, as soon as reasonably practicable after it has executed a Transfer Certificate, send to the Company a copy of that Transfer Certificate.
Transfer Certificates. Each Lender (an "EXISTING LENDER") may assign or novate or otherwise transfer all or any part of its rights, benefits and/or obligations under the Finance Documents to another person (a "NEW LENDER"). Any such transfer shall be effected upon 5 Business Days' prior notice by delivery to the Facility Agent of a duly executed and duly completed Transfer Certificate in which event, on the transfer date specified in such Transfer Certificate, to the extent that they are expressed to be the subject of the novation established by the Transfer Certificate:-
(a) the Borrower, the Existing Lender and the other parties to the Finance Documents shall be released from further obligations towards one another under any of the Finance Documents and their respective rights against one another under any of the Finance Documents shall be cancelled (such rights and obligations being referred to in this Clause 18.4 (Transfer Certificates) as "DISCHARGED RIGHTS AND OBLIGATIONS");
(b) the Borrower and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from such Discharged Rights and Obligations only insofar as the New Lender have assumed and/ or acquired the same in place of the Existing Lender;
(c) the Facility Agent, the Co-ordinating Arrangers, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Existing Lender with the rights and/ or obligations acquired or assumed by it as a result of the transfer and to that extent the Facility Agent, the Arrangers and the Existing Lender shall each be released from further obligations to each other under this Agreement; and
(d) the New Lender shall become a party to this Agreement as a "Lender", and, on the date upon which such novation or transfer takes effect, the New Lender shall pay to the Facility Agent for its own account a fee of US$800. The Facility Agent shall promptly notify the other parties to this Agreement of the receipt by it of any Transfer Certificate and shall promptly deliver a copy of such Transfer Certificate to the Borrower. For the avoidance of doubt, the Borrower shall not be responsible for paying the above fee of US$800 on behalf of the New Lender.
Transfer Certificates. If a Lender wishes to transfer any of its rights and obligations under or pursuant to this Agreement, it may do so by delivering to the Agent a duly completed Transfer Certificate, in which event on the Transfer Date:
14.4.1 to the extent that that Lender seeks to transfer its rights and obligations, the Borrowers (on the one hand) and that Lender (on the other) shall be released from further obligations towards the other;
14.4.2 the Borrowers (on the one hand) and the transferee (on the other) shall assume obligations towards the other identical to those released pursuant to Clause 14.4.1 ; and
14.4.3 the Agent, each of the Lenders and the transferee shall have the same rights and obligations between themselves as they would have had if the transferee had been an original party to this Agreement as a Lender with the rights and obligations transferred to it as a result of the transfer PROVIDED THAT the Agent shall only be obliged to execute a Transfer Certificate once:
(a) it is satisfied it has complied with all necessary "know your customer" or other similar checks under all applicable laws and regulations in relation to the transfer to the transferee; and
(b) the transferee has paid to the Agent for its own account a transfer fee of two thousand Dollars ($2,000). The Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate, send to the Borrowers a copy of that Transfer Certificate.
Transfer Certificates. (A) Each of the parties hereto agrees that, following timely receipt by the Facility Agent of a Transfer Certificate from each of a Transferor and a Transferee and with effect from the date of the Transfer Certificate:
(i) the Transferor shall cease to be entitled to the rights and shall be released from the obligations hereunder which are specified in the Transfer Certificate;
(ii) the Transferee shall become a party hereto as a Lender entitled to rights and liable to observe obligations which differ from those referred to in (i) only insofar as the Transferee is entitled thereto and liable in respect thereof in place of the Transferor; accordingly, each of the parties hereto confirms that (a) the delivery by a Transferor to a Transferee of a Transfer Certificate signed by the Transferor constitutes an irrevocable offer by each of the parties hereto to accept the Transferee as a Lender party to this Agreement entitled to such rights and liable to observe such obligations as are mentioned in (ii) above, (b) such offer may be accepted by the execution of the Transfer Certificate by the Transferee and the delivery thereof to the Facility Agent and (c) the provisions of this Agreement shall apply to the contract between the parties hereto arising from the acceptance of such offer.
(B) The Transferee shall, at the same time that any Transfer Certificate is sent to the Facility Agent, pay to the Facility Agent for its own account a fee of $1000.
Transfer Certificates. If any Bank wishes to transfer any of its rights and/or obligations under or pursuant to this Agreement, it may do so in accordance with the other terms of this Agreement by delivering to the Agent a duly completed Transfer Certificate, in which event on the Transfer Date:-
14.4.1 to the extent that that Bank seeks to transfer its rights and/or obligations, the Borrower (on the one hand) and the Bank in question (on the other) shall be released from all further obligations towards the other(s);
14.4.2 the Borrower (on the one hand) and the Transferee (on the other) shall assume obligations towards the other(s) identical to those released pursuant to Clause 14.4.1;
14.4.3 the Agent, each of the Banks and the Transferee shall have the same rights and obligations between themselves as they would have had if the Transferee had been an original party to this Agreement as a Bank; and
14.4.4 the Transferee shall pay to the Agent for its own account a transfer fee of five thousand Dollars. Each Bank and the Borrower irrevocably authorises the Agent to sign on its behalf any Transfer Certificate relating to the permitted transfer of any of the rights and/or obligations of any other Bank.
