Transfer of Owner Participant's Interest. All provisions of Section 6.1 of the Participation Agreement shall (with the same force and effect as if set forth in full, mutatis mutandis, in this Section 10.8) be applicable to any assignment, conveyance or other transfer by the Owner Participant of any of its right, title or interest in and to the Trust Estate or this Trust Agreement or any other Operative Agreement.
Transfer of Owner Participant's Interest. Owner Participant shall not directly or indirectly sell, assign, convey or otherwise transfer (whether by operation of law, consolidation, merger, sale of assets or otherwise) any of its right, title or interest in and to the Trust Estate, the Aircraft, the Lease, this Agreement, the Trust Agreement, the Amended and Restated Head Lease TIA or any other Operative Document or any proceeds therefrom or permit the transfer of any of its stock in any transaction which has the practical effect of any of the foregoing; provided that, and subject to the conditions set forth below, Owner Participant may transfer to a Transferee (as defined below) all (but not less than all) of its right (except for such rights accruing prior to transfer), title and interest as an entirety in and to the Trust Estate, the Aircraft, this Agreement, the Trust Agreement, the Amended and Restated Head Lease TIA and each other Operative Document to which Owner Participant is a party or by which Owner Participant is bound. Each such transfer shall be subject to the following conditions, and Owner Participant agrees for the express benefit of each party hereto that any such transfer will comply with such conditions:
Transfer of Owner Participant's Interest. Owner Participant shall not directly or indirectly sell, assign, convey or otherwise transfer (whether by operation of law, con-
Transfer of Owner Participant's Interest. Owner Participant shall not directly or indirectly sell, assign, convey or otherwise transfer (whether by consolidation, merger, sale of assets or otherwise) any of its right, title or interest in and to the Trust Estate, the Aircraft, the Lease, this Agreement, the Trust Agreement, the Second Amended and Restated Head Lease TIA or any other Operative Document or any proceeds therefrom; provided that, subject to the conditions set forth below, Owner Participant may transfer to a Transferee (as defined below) all (but not less than all) of its right (except for such rights accruing prior to transfer), title and interest as an entirety in and to the Trust Estate, the Aircraft, this Agreement, the Trust Agreement, the Second Amended and Restated Head Lease TIA and each other Operative Document to which Owner Participant is a party or by which Owner Participant is bound. Each such transfer shall be subject to the following conditions:
Transfer of Owner Participant's Interest. Unless an Event of Default shall have occurred and be continuing (in which case no transfer restrictions shall apply), no Owner Participant shall transfer all or any portion of its right, title or interest in and to the Trust, the Trust Estate or the Transaction Documents during the Charter Period unless: (a) the transferee shall be (i) a Person having a Tangible Net Worth, calculated in accordance with GAAP, in excess of $75,000,000 and (ii) any other Person if the obligations of such Person under the Transaction Documents are guaranteed by a Person that has a tangible net worth, calculated in accordance with GAAP, in excess of $75,000,000; (b) the transferee enters into a transfer agreement, copies of which are provided to the Trustee, the Charterer, the Guarantors and any Owner Participant, which shall state the conditions that (i) the transferee has the requisite legal power and authority to enter into and carry out the transactions contemplated by the Transaction Documents, (ii) the transferee makes representations and warranties comparable to those set forth in Section 4.2, and (iii) the Charterer and Guarantor shall have received an opinion of transferee’s counsel with respect to the foregoing matters in a form reasonably satisfactory to Charterer and Guarantor; (c) the transferee is a Maritime Citizen; (d) such transfer complies in all respects with, and does not violate any, applicable law; (e) the transferring or transferee Owner Participant shall pay all reasonable documented fees, expenses and charges of the Owner Participant, the Charterer and the Trustee (including, without limitation, reasonable documented legal fees and expenses of special counsel); and (f) such transferee is a bank, bank affiliate, finance or leasing company or other financial institution not engaged in the operation of a business in direct competition with Charterer (except that such restriction shall not apply to any proposed transferee simply because such transferee, as part of its normal financing or investment activities, makes loans or provides lease financing to, or invests in, companies that may compete with Charterer). No such transfer of Owner Participant’s interest shall result in their being more than three (3) Owner Participants at any one time and after given effect to any such transfer each Owner Participant shall hold an interest equal to its pro rata share of Lessor’s Cost of each Vessel.
Transfer of Owner Participant's Interest. (a) The Owner Participant shall not assign, convey or otherwise transfer all or any part of its right, title and interest in and to the Trust Estate without the prior written consent of the Finance Lessor.
Transfer of Owner Participant's Interest. Bakex xxxeby agrees that it may not transfer any of its right, title or interest in the Trust Estate, the Operative Documents, this Agreement or the Notes unless such transfer is in compliance with and satisfies the terms and conditions of Section 13.02 of the PA and the transferee enters into an agreement of the type referred to in Section 13.02(d) of the PA with respect to this Agreement and the Notes.
Transfer of Owner Participant's Interest. SECTION 13.01. Restrictions on Transfer................................. 108 SECTION 13.02. Transfers Permitted on or Prior to the In-Service Date ................................... 109 SECTION 13.03. Transfers Permitted After the In-Service Date ....................................... 113 Contents - p. 5
Transfer of Owner Participant's Interest. Owner Participant shall not directly or indirectly sell, assign, convey or otherwise transfer (whether by [operation of law], consolidation, merger, sale of assets or otherwise) any of its right, title or interest in and to the Trust Estate, the Aircraft, the Lease, this Agreement, the Trust Agreement, the Second Amended and Restated Head Lease TIA or any other Operative Document or any proceeds therefrom [or permit the transfer of any of its stock in any transaction which has the practical effect of any of the foregoing]; provided that, and subject to the conditions set forth below, Owner Participant may transfer to a Transferee (as defined below) all (but not less than all) of its
Transfer of Owner Participant's Interest. Owner Participant shall not (i) directly or indirectly sell, assign, convey or otherwise transfer (whether by operation of law, consolidation, merger, sale of assets or otherwise) any of its right, title or interest in and to the Trust Estate, the Aircraft, the Lease, this Agreement, the Trust Agreement, the Amended and Restated Head Lease TIA or any other Operative Document or any proceeds therefrom or (ii) sell, transfer or otherwise dispose of (in one or more related transactions) all or more than 75% of its property or assets (based on the book value of such property and assets) unless such sale, transfer or other disposition is made at the end of the lease term for any such property or assets; provided that, subject to the conditions set forth below, (1) Owner Participant may transfer to a Transferee (as defined below) all (but not less than all) of its right (except for such rights accruing prior to transfer), title and interest as an entirety in and to the Trust Estate, the Aircraft, this Agreement, the Trust Agreement, the Amended and Restated Head Lease TIA and each other Operative Document to which Owner Participant is a party or by which Owner Participant is bound and (2) Owner Participant may sell, transfer or otherwise dispose of all or substantially all of its property or assets in a manner that would otherwise be prohibited by clause (ii) above if, prior to any such sale, transfer or other disposition, Owner Participant transfers to a Transferee (as defined below) all (but not less than all) of its right (except for such rights accruing prior to transfer), title and interest as an entirety in and to the Trust Estate, the Aircraft, this Agreement, the Trust Agreement, the Amended and Restated Head Lease TIA and each other Operative Document to which Owner Participant is a party or by which Owner Participant is bound; and provided further, that, so long as [________] shall be the Owner Participant hereunder, nothing in this Section 10 shall restrict the right of any partner of [________] to sell, assign, convey or otherwise transfer any of its right, title or interest in [_________]. Each such transfer shall be subject to the following conditions, and Owner Participant agrees for the express benefit of each party hereto that any such transfer will comply with such conditions:
