Common use of Transfer Certificates Clause in Contracts

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. 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 Borrower (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 Borrower (on the one hand) and the transferee (on the other) shall assume obligations towards the other identical to those released pursuant to Clause 14.4.1 PROVIDED THAT if, as a result of circumstances existing at the date of the Transfer Certificate, the Borrowers Borrower 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 five thousand five hundred Dollars ($2,500) (at Agent's option5,000). The Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate, send to the Borrowers Borrower a copy of that Transfer Certificate.

Transfer Certificates. If a Lender wishes to transfer any of its rights and obligations under or pursuant to this Agreement, it may do so so, following consultation with the Borrower as to the identity of the transferee, 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 all its rights and obligations, the Borrowers Borrower (on the one hand) and that Lender (on the other) shall be released from all further obligations towards the other or, to the extent that Lender seeks to transfer only part of its rights and obligations, the Borrower (on the one hand) and the Lender (on the other) shall be released from all further obligations towards the other which relate to the portion of that Lender’s rights and obligations transferred by the relevant Transfer Certificate; 14.4.2 the Borrowers Borrower (on the one hand) and the transferee (on the other) shall assume obligations towards the other identical to those released pursuant to Clause 14.4.1 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 place14.4.1; 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 (save K-sure in respect of a transfer to it) has paid to the Agent for its own account a transfer fee of two thousand five hundred Dollars ($2,5002,000) (at Agent's option)per transfer. The Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate, send to the Borrowers Borrower a copy of that Transfer Certificate.

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 Borrower (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 Borrower (on the one hand) and the transferee (on the other) shall assume obligations towards the other identical to those released pursuant to Clause 14.4.1 PROVIDED THAT if, as a result of circumstances existing at the date of the Transfer Certificate, the Borrowers Borrower would be obliged to make a payment to the transferee under Clause 8.5 (Increased costs) or Clause 17.3 (Grossing-up)17.3, then the transferee shall only be entitled to receive payment under that Clause to the same extent as that Lender Xxxxxx 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) in the case of a transferee with which the Agent is not familiar and/or otherwise if the transferee is a bank from a country that is on the blacklist of the FATF, 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 one thousand five hundred Dollars ($2,5001,000). In order to give effect to each Transfer Certificate the Finance Parties (other than the transferor Lender and the transferee Lender thereunder) (at Agent's option)and the Borrower each hereby irrevocably and unconditionally authorise the Agent to execute on their respective behalves each Transfer Certificate delivered to the Agent pursuant to this Clause 14.4 without the Agent being under any obligation to take any further instructions from or give any prior notice to, any of the Finance Parties or the Borrower before doing so and the Agent shall so execute each such Transfer Certificate on behalf of those other Finance Parties and the Borrower immediately on its receipt of the same pursuant to this Clause 14.4. The Agent shall, as soon as reasonably practicable after it has executed a Transfer Certificate, send to the Borrowers Borrower and the other Finance Parties a copy of that Transfer Certificate.