Common use of Transfer Certificates Clause in Contracts

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 to sign any Accession Deed on behalf of each Facility Beneficiary and the Borrower and shall, as soon as reasonably practicable after it has executed an Accession Deed, send to the Borrower a copy of that Accession Deed.

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, a copy to the GIEK Agent andAgent, 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; and (c) the amount transferred is not less than one million Dollars ($1,000,000) or, if the Commitment of the transferring Facility Lender is less than one million Dollars ($1,000,000) the amount of that Facility Lender’s Commitment. The Facility Agent is hereby authorised to sign any Transfer Certificate and/or Accession Deed 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 to sign any Accession Deed on behalf of each Facility Beneficiary and the Borrower and shall, as soon as reasonably practicable after it has executed an Certificate and/or Accession Deed, send to the Borrower a copy of that Transfer Certificate and/or Accession Deed.

Transfer Certificates. 18.3.1 If a Facility any Lender wishes to transfer (the "TRANSFEROR") transfers all or any part of its rights rights, benefits and/or obligations to another bank or financial institution (the "TRANSFEREE"), such transfer shall be effected by way of a novation by the delivery to, 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 Lenderexecution by, 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 of a duly completed Transfer Certificate, Certificate or in which event on such other manner as all parties hereto may agree. 18.3.2 On the date specified in the Transfer Date:Certificate:- 14.5.1 (i) to the extent that that Facility Lender in the Transfer Certificate the Transferor seeks to transfer its rights and obligations, obligations hereunder 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 AgentBorrower, each of the Facility LendersObligors and the Transferor shall each be released from further obligations to each other under this Agreement and their respective rights against each other shall be cancelled (such rights and obligations being referred to in this Clause 18.3 as "DISCHARGED RIGHTS AND OBLIGATIONS"); (ii) the Borrower, the other Facility Beneficiaries Agent, the Security Trustee, each of the Obligors and the transferee Transferee shall each assume obligations towards each other and/or acquire rights against each other which, subject to Clause 18.2 above, which differ from the Discharged Rights and Obligations only insofar as the Borrower, each of the Obligors, and the Transferee have assumed and/or acquired the same in place of the Borrower, each of the Obligors and the Transferor; (iii) the Agent, the Security Trustee, each of the Obligors, the Borrower, the Transferee and the other Lenders shall acquire the same rights and assume the same obligations between among themselves as they would have acquired and assumed had if the transferee had Transferee originally been an original Party a party hereunder as a Facility Lender, PROVIDED THAT Lender with the Facility Agent shall only be obliged to execute rights and/or the obligations acquired or assumed by it as 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 result of the transfer to the transfereetransfer; and (biv) if that Facility Lender which is the Transferee, the Agent, the Security Trustee and each of the other Lenders shall acquire the same rights and assume the same obligations amongst themselves in respect of the Lenders Agreement as they would have acquired and assumed had the Transferee originally been 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) party to the transferee it is satisfied Lenders Agreement as a Lender in the place of the Transferor. 18.3.3 Each of the Obligors (other than the Borrower) each with respect to itself hereby confirm that the Hedging Provider which is execution of any such Transfer Certificate by the Borrower, for and on behalf of, inter alia, each of the other Obligors shall be binding upon and enforceable against each of the other Obligors as if each of the other Obligors had each executed the Transfer Certificate itself. 18.3.4 The Agent and the Borrower shall each promptly complete Transfer Certificates on written request by a Transferor. Each of the Lenders hereby irrevocably authorise the Agent and each Obligor (or is an Affiliate ofother than the Borrower) hereby irrevocably authorise the Facility Lender wishing Borrower to transfer execute any of duly completed Transfer Certificate on 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 behalf provided that such authorisation does not extend to the Hedging Agreement to which it is execution of 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 either the Borrower and shall, as soon as reasonably practicable after it has executed a Transfer Certificate, send to Transferor or the Borrower a copy of that Transfer Certificate. The Facility Agent is hereby authorised to sign any Accession Deed on behalf of each Facility Beneficiary and the Borrower and shall, as soon as reasonably practicable after it has executed an Accession Deed, send to the Borrower a copy of that Accession DeedTransferee named therein.

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 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 party to this Agreement 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 to sign any Accession Deed on behalf of each Facility Beneficiary and the Borrower and shall, as soon as reasonably practicable after it has executed an Accession Deed, send to the Borrower a copy of that Accession Deed.

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 an Atradius 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 ECA 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 ECA 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 to sign any Accession Deed on behalf of each Facility Beneficiary and the Borrower and shall, as soon as reasonably practicable after it has executed an Accession Deed, send to the Borrower a copy of that Accession Deed.