Common use of Transfer Certificates Clause in Contracts

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 any Lender Bank wishes to transfer all or any of its Commitment as contemplated in clause 12.1 Clause 14.1 then such transfer may be effected by the delivery to the Agent and the Banks 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 14.4.1 to the extent that in such Transfer Certificate the Lender Bank which is a party thereto seeks to transfer its Commitment in whole, the Borrower and such Lender Bank 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 Bank for breach of this Agreement (such rights, benefits and obligations being referred to in this clause 12.4 Clause 14.4 as “"discharged rights and obligations”"); 12.4.2 14.4.2 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 LenderBank; 12.4.3 14.4.3 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 Bank 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, 14.4.4 the Transferee shall pay to the Agent a transfer fee of three thousand Dollars ($3,000).

Transfer Certificates. If any Lender Bank wishes to transfer all or any of its Commitment as contemplated in clause 12.1 Clause 14.1 then such transfer may be effected by the delivery to the Agent and the Banks 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 14.4.1 to the extent that in such Transfer Certificate the Lender Bank which is a party thereto seeks to transfer its Commitment in whole, the Borrower and such Lender Bank 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 Bank for breach of this Agreement (such rights, benefits and obligations being referred to in this clause 12.4 Clause 14.4 as “discharged rights and obligations”); 12.4.2 14.4.2 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 LenderBank; 12.4.3 14.4.3 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 Bank 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, 14.4.4 the Transferee shall pay to the Agent a transfer fee of three thousand Dollars ($3,000).

Transfer Certificates. If any Lender Bank wishes to transfer all or any of its Commitment as contemplated in clause 12.1 Clause 14.1 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 14.4.1 to the extent that in such Transfer Certificate the Lender Bank which is a party thereto seeks to transfer its Commitment in whole, the Borrower Borrowers and such Lender Bank 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 Bank for breach of this Agreement (such rights, benefits and obligations being referred to in this clause 12.4 Clause 14.4 as “discharged rights and obligations”); 12.4.2 14.4.2 the Borrower Borrowers and the Transferee which is a party thereto shall assume obligations towards each other one another and/or acquire rights against each other one another which differ from such discharged rights and obligations only insofar as the Borrower Borrowers and such Transferee have assumed and/or acquired the same in place of the Borrower Borrowers and such LenderBank; 12.4.3 14.4.3 the Lender Finance Parties Agent, the Security Trustee, the Arrangers, the Transferee and the Transferee other Banks 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 Bank 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, 14.4.4 the Transferee shall pay to the Agent for its own account a transfer fee of three two thousand Dollars ($3,0002,000).

Transfer Certificates. If any a Lender wishes to transfer all or any of its Commitment as contemplated in clause 12.1 then such transfer rights and obligations under or pursuant to this Agreement, it may be effected do so by the delivery delivering to the Agent of a duly completed and duly executed Transfer Certificate Certificate, in which event, 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 AgentDate: 12.4.1 14.4.1 to the extent that in such Transfer Certificate the that Lender which is a party thereto seeks to transfer its Commitment in wholerights and obligations, the Borrower (on the one hand) and such that Lender (on the other) shall be released from all 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”)the other; 12.4.2 14.4.2 the Borrower (on the one hand) and the Transferee which is a party thereto transferee (on the other) shall assume obligations towards each the other and/or acquire rights against each other which differ from such discharged rights and obligations only insofar 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 Borrower and such Transferee have assumed and/or acquired 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 in place extent as that Lender would have been if the transfer had not taken place; and 14.4.3 the Agent, each of the Borrower and such Lender; 12.4.3 the Lender Finance Parties Lenders and the Transferee transferee shall acquire have the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee 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 rights, benefits and/or obligations acquired or assumed by it as a result of such transfertransfer to the transferee; and 12.4.4 as between (b) the Agent and the Transferee, the Transferee shall pay transferee has paid to the Agent for its own account a transfer fee of three five thousand Dollars ($3,0005,000). The Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate, send to the Borrower a copy of that Transfer Certificate.

Transfer Certificates. If any Lender Bank wishes to transfer all or any of its Commitment as contemplated in clause 12.1 Clause 14.1 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 14.4.1 to the extent that in such Transfer Certificate the Lender Bank which is a party thereto seeks to transfer its Commitment in whole, the Borrower and such Lender Bank 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 Bank for breach of this Agreement (such rights, benefits and obligations being referred to in this clause 12.4 Clause 14.4 as “"discharged rights and obligations”"); 12.4.2 14.4.2 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 LenderBank; 12.4.3 14.4.3 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 Bank 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, 14.4.4 the Transferee shall pay to the Agent a transfer fee of three four thousand Dollars ($3,0004,000).. Subject to the provision of Clause 17.3, any expense incurred in connection with any Spanish registration requirements resulting from any such assignment or transfer, including but not limited to any registration requirements in respect of the Mortgages and any legal fees, notarial fees and other registration taxes and fees) shall be for the cost of the Transferee. \P1\3522333.10

Transfer Certificates. If any a Lender wishes to transfer all or any of its Commitment as contemplated in clause 12.1 then such transfer rights and obligations under or pursuant to this Agreement, it may be effected do so by the delivery delivering to the Agent of a duly completed and duly executed Transfer Certificate Certificate, in which event, 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 AgentDate: 12.4.1 14.4.1 to the extent that in such Transfer Certificate the that Lender which is a party thereto seeks to transfer its Commitment in wholerights and obligations, the Borrower (on the one hand) and such that Lender (on the other) 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”)the other; 12.4.2 14.4.2 the Borrower (on the one hand) and the Transferee which is a party thereto transferee (on the other) shall assume obligations towards each the other and/or acquire rights against each other which differ from such discharged rights and obligations only insofar 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 Borrower and such Transferee have assumed and/or acquired 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 in place extent as that Lender would have been if the transfer had not taken place; and 14.4.3 the Agent, each of the Borrower and such Lender; 12.4.3 the Lender Finance Parties Lenders and the Transferee transferee shall acquire have the same rights and benefits and assume the same obligations between themselves as they would have acquired and assumed had such Transferee if the transferee had been an original party to this Agreement as a Lender with the rights, benefits and/or rights and obligations acquired or assumed by transferred to it as a result of such 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 12.4.4 as between (b) the Agent and the Transferee, the Transferee shall pay transferee has paid to the Agent for its own account a transfer fee of three thousand Dollars ($3,000) (at Agent’s option). The Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate, send to the Borrower a copy of that Transfer Certificate.

Transfer Certificates. If any Lender Bank wishes to transfer all or any of its Commitment as contemplated in clause 12.1 Clause 14.1 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 14.4.1 to the extent that in such Transfer Certificate the Lender Bank which is a party thereto seeks to transfer its Commitment in whole, the Borrower and such Lender Bank 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 Bank for breach of this Agreement (such rights, benefits and obligations being referred to in this clause 12.4 Clause 14.4 as “"discharged rights and obligations”"); 12.4.2 14.4.2 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 LenderBank; 12.4.3 14.4.3 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 Bank 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, 14.4.4 the Transferee shall pay to the Agent a transfer fee of three four thousand Dollars ($3,0004,000). Subject to the provision of Clause 17.3, any expense incurred in connection with any Spanish registration requirements resulting from any such assignment or transfer, including but not limited to any registration requirements in respect of the Mortgages and any legal fees, notarial fees and other registration taxes and fees) shall be for the cost of the Transferee.

Transfer Certificates. If any Lender Bank wishes to transfer all or any of its Commitment as contemplated in clause 12.1 Clause 16.1 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 16.4.1 to the extent that in such Transfer Certificate the Lender Bank which is a party thereto seeks to transfer its Commitment in whole, the Borrower and such Lender Bank 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 Bank for breach of this Agreement (such rights, benefits and obligations being referred to in this clause 12.4 Clause 16.4 as “"discharged rights and obligations”"); 12.4.2 16.4.2 the Borrower and the Transferee which is a party thereto shall assume obligations towards each other one another and/or acquire rights against each other one another 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;Bank; and 12.4.3 16.4.3 the Lender Finance Parties Agent, the Arrangers, the Syndication Agents, the Transferee and the Transferee other Banks 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 Bank 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 any Lender Bank wishes to transfer all or any of its Commitment as contemplated in clause 12.1 Clause 14.1 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 14.4.1 to the extent that in such Transfer Certificate the Lender Bank which is a party thereto seeks to transfer its Commitment in whole, the Borrower Borrowers and such Lender Bank 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 Bank for breach of this Agreement (such rights, benefits and obligations being referred to in this clause 12.4 Clause 14.4 as “discharged rights and obligations”); 12.4.2 14.4.2 the Borrower Borrowers 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 Borrowers and such Transferee have assumed and/or acquired the same in place of the Borrower Borrowers and such LenderBank; 12.4.3 14.4.3 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 Bank 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, 14.4.4 the Transferee shall pay to the Agent a transfer fee of three thousand Dollars ($3,000).

Transfer Certificates. If any Lender Bank wishes to transfer all or any of its Guarantee Commitment as contemplated in clause 12.1 Clause 16.1 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 16.4.1 to the extent that in such Transfer Certificate the Lender Bank which is a party thereto seeks to transfer its Guarantee Commitment in whole, the Borrower Indemnifier and such Lender Bank 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 Bank for breach of this Agreement (such rights, benefits and obligations being referred to in this clause 12.4 Clause 16.4 as “"discharged rights and obligations”"); 12.4.2 16.4.2 the Borrower Indemnifier and the Transferee which is a party thereto shall assume obligations towards each other one another and/or acquire rights against each other one another which differ from such discharged rights and obligations only insofar as the Borrower Indemnifier and such Transferee have assumed and/or acquired the same in place of the Borrower Indemnifier 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 transferBank; 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 any Lender wishes to transfer all or any of its Commitment as contemplated in clause 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 Borrowers 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 Clause 12.4 as “discharged rights and obligations”); 12.4.2 the Borrower Borrowers 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 Borrowers and such Transferee have assumed and/or acquired the same in place of the Borrower Borrowers 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 any Lender Bank wishes to transfer all or any of its Commitment as contemplated in clause 12.1 Clause 16.1 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 16.4.1 to the extent that in such Transfer Certificate the Lender Bank which is a party thereto seeks to transfer its Commitment in wholeCommitment, the Borrower and such Lender Bank 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 Clause 16.4 as “discharged rights and obligations”"DISCHARGED RIGHTS AND OBLIGATIONS"); 12.4.2 16.4.2 the Borrower and the Transferee which is a party thereto shall assume obligations towards each other one another and/or acquire rights against each other one another 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;Bank; and 12.4.3 16.4.3 the Lender Finance Parties Agent, the Arrangers, the Syndication Agent, the Transferee and the Transferee other Banks 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 Bank 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 any Lender Bank wishes to transfer all or any of its Commitment as contemplated in clause 12.1 Clause 14.1 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 14.4.1 to the extent that in such Transfer Certificate the Lender Bank which is a party thereto seeks to transfer its Commitment in whole, the Borrower and such Lender Bank 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 Bank for breach of this Agreement (such rights, benefits and obligations being referred to in this clause 12.4 Clause 14.4 as “discharged rights and obligations”); 12.4.2 14.4.2 the Borrower and the Transferee which is a party thereto shall assume obligations towards each other one another and/or acquire rights against each other one another 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;Bank; and 12.4.3 14.4.3 the Lender Finance Parties Agent, the Arrangers, the Transferee and the Transferee other Banks 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 Bank 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 any Lender wishes to transfer all or any of its Commitment as contemplated in clause 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 12.5.1 to the extent that in such Transfer Certificate the Lender which is a party thereto seeks to transfer its Commitment in whole, the Borrower Borrowers 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 Clause 12.4 as “discharged rights and obligations”); 12.4.2 12.5.2 the Borrower Borrowers 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 Borrowers and such Transferee have assumed and/or acquired the same in place of the Borrower Borrowers and such Lender;; and 12.4.3 12.5.3 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 any Lender Bank wishes to transfer all or any of its Commitment and Guarantee Commitment as contemplated in clause 12.1 Clause 16.1 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 16.4.1 to the extent that in such Transfer Certificate the Lender Bank which is a party thereto seeks to transfer its Commitment and Guarantee Commitment in whole, the Borrower and such Lender Bank 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 Bank for breach of this Agreement (such rights, benefits and obligations being referred to in this clause 12.4 Clause 16.4 as “discharged rights and obligations”); 12.4.2 16.4.2 the Borrower and the Transferee which is a party thereto shall assume obligations towards each other one another and/or acquire rights against each other one another 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;Bank; and 12.4.3 16.4.3 the Lender Finance Parties Agent, the Transferee and the Transferee other Banks 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 Bank 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).