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 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 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 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 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 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).

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 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 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 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. 34.3.1 If any Lender wishes to transfer (the “Transferor”) transfers all or any part of its Commitment as contemplated rights, benefits and/or obligations under this Agreement in respect of any ECA Loan or Mismatch Loan for an Aircraft to another bank or financial institution (or other person approved by debis) (the “Transferee”) in accordance with clause 12.1 then such 34.2, that transfer may shall be effected by way of a novation by the delivery to to, and the Agent execution by, the Security Trustee of a duly completed and duly executed Transfer Certificate or in which eventsuch other manner as the relevant National Agent or, on as applicable, the later of Mismatch Agent and debis may agree. 34.3.2 On the date specified in 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 AgentCertificate: 12.4.1 (a) to the extent that in such the Transfer Certificate the Lender which is a party thereto Transferor seeks to transfer its Commitment in wholerights and obligations under the Transaction Documents, each of the Borrower Transferor and such Lender the other parties hereto shall be released from further obligations towards to each other under this Agreement the Transaction Documents and their respective rights against each other under the Transaction Documents shall be cancelled other than existing claims against such Lender for breach of this Agreement (such rights, benefits rights and obligations being referred to in this clause 12.4 34.3 as “discharged rights Discharged Rights and obligationsObligations”); 12.4.2 (b) the Borrower parties hereto (other than the Transferor) and the Transferee which is a party thereto shall each assume obligations towards each other and/or acquire rights against each other which which, subject to clause 34.2, differ from such discharged rights the Discharged Rights and obligations Obligations only insofar as each of the Borrower parties hereto (other than the Transferor) and such the Transferee have assumed and/or acquired the same in place of each of the Borrower parties hereto (other than the Transferor) and such Lender;the Transferor; and 12.4.3 (c) each of the Lender Finance Parties parties hereto (other than the Transferor) and the Transferee shall acquire the same rights and benefits and assume the same obligations between among themselves as they would have acquired and assumed had such the Transferee originally been an original a party to this Agreement the Transaction Documents as a Lender with the rights, benefits rights and/or the obligations acquired or assumed by it as a result of such the transfer; and. 12.4.4 34.3.3 The Security Trustee shall as between the Agent soon as reasonably practicable complete a Transfer Certificate on written request by a Transferor and the Transferee, upon payment by the Transferee shall pay to (other than in the Agent case of an Export Credit Agency (or a transfer Transferee nominated thereby) being a Transferee) of a fee of three one thousand Dollars ($3,000)1,000) to the Security Trustee for each Transfer Certificate. 34.3.4 Each party hereto (other than the Security Trustee, the Transferor and the Transferee) hereby confirms that the execution of any Transfer Certificate by the Security Trustee on its behalf shall be binding upon and enforceable against it as if it had executed the Transfer Certificate itself. Each party hereto (other than the Security Trustee, the Transferor and the Transferee) hereby irrevocably authorises the Security Trustee to execute any duly completed Transfer Certificate on its behalf.

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. 31.3.1 If any Lender wishes to transfer (the Transferor) transfers all or any part of its Commitment as contemplated rights, benefits and/or obligations under this Agreement in respect of any ECA Loan for an Aircraft to another bank or financial institution (or other person approved by the relevant Principal AerCap Obligor) (the Transferee) in accordance with clause 12.1 then such 31.2, that transfer may shall be effected by way of a novation by the delivery to to, and the Agent execution by, the Security Trustee of a duly completed and duly executed Transfer Certificate or in which event, on such other manner as the later of relevant National Agent and the relevant Principal AerCap Obligor may agree. 31.3.2 On the date specified in 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 AgentCertificate: 12.4.1 (a) to the extent that in such the Transfer Certificate the Lender which is a party thereto Transferor seeks to transfer its Commitment in wholerights and obligations under the Transaction Documents, each of the Borrower Transferor and such Lender the other parties hereto shall be released from further obligations towards to each other under this Agreement the Transaction Documents and their respective rights against each other under the Transaction Documents shall be cancelled other than existing claims against such Lender for breach of this Agreement (such rights, benefits rights and obligations being referred to in this clause 12.4 31.3 as “discharged rights Discharged Rights and obligations”Obligations); 12.4.2 (b) the Borrower parties hereto (other than the Transferor) and the Transferee which is a party thereto shall each assume obligations towards each other and/or acquire rights against each other which which, subject to clause 31.2, differ from such discharged rights the Discharged Rights and obligations Obligations only insofar as each of the Borrower parties hereto (other than the Transferor) and such the Transferee have assumed and/or acquired the same in place of each of the Borrower parties hereto (other than the Transferor) and such Lender;the Transferor; and 12.4.3 (c) each of the Lender Finance Parties parties hereto (other than the Transferor) and the Transferee shall acquire the same rights and benefits and assume the same obligations between among themselves as they would have acquired and assumed had such the Transferee originally been an original a party to this Agreement the Transaction Documents as a Lender with the rights, benefits rights and/or the obligations acquired or assumed by it as a result of such the transfer; and. 12.4.4 31.3.3 The Security Trustee shall as between the Agent soon as reasonably practicable complete a Transfer Certificate on written request by a Transferor and the Transferee, upon payment by the Transferee shall pay to (other than in the Agent case of an Export Credit Agency (or a transfer Transferee nominated thereby) being a Transferee) of a fee of three one thousand Dollars ($3,000)1,000) to the Security Trustee for each Transfer Certificate. 31.3.4 Each party hereto (other than the Security Trustee, the Transferor and the Transferee) hereby confirms that the execution of any Transfer Certificate by the Security Trustee on its behalf shall be binding upon and enforceable against it as if it had executed the Transfer Certificate itself. Each party hereto (other than the Security Trustee, the Transferor and the Transferee) hereby irrevocably authorises the Security Trustee to execute any duly completed Transfer Certificate on its behalf.

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).