Common use of Transfers by Lenders Clause in Contracts

Transfers by Lenders. Any Lender (the "Transferor Lender") may transfer all or any part of its rights, benefits and/or obligations under this Agreement and/or any of the other Security Documents to any one or more banks or other financial institutions (a "Transferee Lender") by delivering to the Agent a Transfer Certificate duly completed and duly executed by the Transferor Lender and the Transferee Lender. Any such transfer shall be made by a Lender without the prior written consent of the Borrower. No such transfer is binding on, or effective in relation to, the Borrowers or the Agent unless (i) it is effected or evidenced by a Transfer Certificate which complies with the provisions of this clause 15.3 and is signed by or on behalf of the Transferor Lender, the Transferee Lender and the Agent (on behalf of itself, the Borrowers and the other Creditors) and (ii) such transfer of rights under the other Security Documents has been effected and registered. Upon signature of any such Transfer Certificate by the Agent, which signature shall be effected as promptly as is practicable after such Transfer Certificate has been delivered to the Agent, and subject to the terms of such Transfer Certificate, such Transfer Certificate shall have effect as set out below. The following further provisions shall have effect in relation to any Transfer Certificate: 15.3.1 a Transfer Certificate may be in respect of a Lender's rights in respect of all, or part of, its Commitment and shall be in respect of the same proportion of its Contribution; 15.3.2 a Transfer Certificate shall only be in respect of rights and obligations of the Transferor Lender in its capacity as a Lender and shall not transfer its rights and obligations as the Agent, or in any other capacity, as the case may be and such other rights and obligations may only be transferred in accordance with any applicable provisions of this Agreement; 15.3.3 a Transfer Certificate shall take effect in accordance with English law as follows: (a) to the extent specified in the Transfer Certificate, the Transferor Lender's payment rights and all its other rights (other than those referred to in clause 15.3.2 above) under this Agreement are assigned to the Transferee Lender absolutely, free of any defects in the Transferor Lender's title and of any rights or equities which the Borrowers had against the Transferor Lender; (b) the Transferor Lender's Commitment is discharged to the extent specified in the Transfer Certificate; (c) the Transferee Lender becomes a Lender with a Contribution and/or of the amounts specified in the Transfer Certificate; (d) the Transferee Lender becomes bound by all the provisions of this Agreement and the Security Documents which are applicable to the Lenders generally, including those about pro-rata sharing and the exclusion of liability on the part of, and the indemnification of, the Arranger, the Agent and the Security Agent and to the extent that the Transferee Lender becomes bound by those provisions, the Transferor Lender ceases to be bound by them; (e) an Advance or part of an Advance which the Transferee Lender makes after the Transfer Certificate comes into effect ranks in point of priority and security in the same way as it would have ranked had it been made by the Transferor Lender, assuming that any defects in the Transferor Lender's title and any rights or equities of any Security Party against the Transferor Lender had not existed; and (f) the Transferee Lender becomes entitled to all the rights under this Agreement which are applicable to the Lenders generally, including but not limited to those relating to the Majority Lenders and those under clauses 3.6, 5 and 11.3 and to the extent that the Transferee Lender becomes entitled to such rights, the Transferor Lender ceases to be entitled to them; 15.3.4 the rights and equities of the Borrowers or of any other Security Party referred to above include, but are not limited to, any right of set-off and any other kind of cross-claim; and 15.3.5 the Borrowers, the Account Bank, the Security Agent, the Arranger, the Swap Provider and the Lenders hereby irrevocably authorise and instruct the Agent to sign any such Transfer Certificate on their behalf and undertake not to withdraw, revoke or qualify such authority or instruction at any time. Promptly upon its signature of any Transfer Certificate, the Agent shall notify the Borrowers, the other Lenders, the Transferor Lender and the Transferee Lender.

Transfers by Lenders. Any Lender (the "If a Transferor Lender") may wishes to transfer all or any part of its rights, benefits and/or obligations under this Agreement and/or any of hereunder as contemplated in Clause 26.2 (Assignments and Transfers by Lenders), then such transfer may be effected by the other Security Documents to any one or more banks or other financial institutions (a "Transferee Lender") by delivering delivery to the Facility Agent of a Transfer Certificate duly completed and duly executed by Transfer Certificate in which event (subject to paragraph (b) of Clause 26.3 (Conditions of Assignment or Transfer)), on the Transferor Lender and the Transferee Lender. Any such transfer shall be made by a Lender without the prior written consent later of the Borrower. No such transfer is binding on, or effective Transfer Date specified in relation to, the Borrowers or the Agent unless (i) it is effected or evidenced by a Transfer Certificate which complies with the provisions of this clause 15.3 and is signed by or on behalf of the Transferor Lender, the Transferee Lender and the Agent (on behalf of itself, the Borrowers and the other Creditors) and (ii) such transfer of rights under the other Security Documents has been effected and registered. Upon signature of any such Transfer Certificate and the fifth Business Day after (or such earlier Business Day endorsed by the Agent, which signature shall be effected as promptly as is practicable after Facility Agent on such Transfer Certificate has been delivered to falling on or after) the Agent, and subject to the terms date of delivery of such Transfer Certificate, such Transfer Certificate shall have effect as set out below. The following further provisions shall have effect in relation to any Transfer Certificate: 15.3.1 a Transfer Certificate may be in respect of a Lender's rights in respect of all, or part of, its Commitment and shall be in respect of the same proportion of its Contribution; 15.3.2 a Transfer Certificate shall only be in respect of rights and obligations of the Transferor Lender in its capacity as a Lender and shall not transfer its rights and obligations as the Facility Agent, or in any other capacity, as the case may be and such other rights and obligations may only be transferred in accordance with any applicable provisions of this Agreement; 15.3.3 a Transfer Certificate shall take effect in accordance with English law as follows: (a) to the extent specified that in the such Transfer Certificate, Certificate the Transferor Lender's payment seeks to transfer its rights, benefits and obligations hereunder, each of the Obligors and such Transferor shall be released from further obligations towards one another hereunder and their respective rights against one another shall be cancelled (such rights and all its other rights (other than those obligations being referred to in clause 15.3.2 above) under this Agreement are assigned to the Transferee Lender absolutely, free of any defects in the Transferor Lender's title Clause 26.4 as “discharged rights and of any rights or equities which the Borrowers had against the Transferor Lenderobligations”); (b) each of the Transferor Lender's Commitment is Obligors and the Transferee shall assume obligations towards one another and/or acquire rights against one another which differ from such discharged to rights and obligations only insofar as such Obligor and such Transferee have assumed and/or acquired the extent specified same in the Transfer Certificateplace of such Obligor and such Transferor; (c) the Facility Agent, such Transferee Lender becomes and all other Finance Parties 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 hereto as a Lender with the rights, benefits and/or obligations acquired or assumed by it as a Contribution and/or result of the amounts specified in the Transfer Certificate;such transfer; and (d) the such Transferee Lender becomes bound by all the provisions of this Agreement and the Security Documents which are applicable to the Lenders generally, including those about pro-rata sharing and the exclusion of liability on the part of, and the indemnification of, the Arranger, the Agent and the Security Agent and to the extent that the Transferee Lender becomes bound by those provisions, the Transferor Lender ceases to be bound by them; (e) an Advance or part of an Advance which the Transferee Lender makes after the Transfer Certificate comes into effect ranks in point of priority and security in the same way shall become a party hereto as it would have ranked had it been made by the Transferor Lender, assuming that any defects in the Transferor Lender's title and any rights or equities of any Security Party against the Transferor Lender had not existed; and (f) the Transferee Lender becomes entitled to all the rights under this Agreement which are applicable to the Lenders generally, including but not limited to those relating to the Majority Lenders and those under clauses 3.6, 5 and 11.3 and to the extent that the Transferee Lender becomes entitled to such rights, the Transferor Lender ceases to be entitled to them; 15.3.4 the rights and equities of the Borrowers or of any other Security Party referred to above include, but are not limited to, any right of set-off and any other kind of cross-claim; and 15.3.5 the Borrowers, the Account Bank, the Security Agent, the Arranger, the Swap Provider and the Lenders hereby irrevocably authorise and instruct the Agent to sign any such Transfer Certificate on their behalf and undertake not to withdraw, revoke or qualify such authority or instruction at any time. Promptly upon its signature of any Transfer Certificate, the Agent shall notify the Borrowers, the other Lenders, the Transferor Lender and the Transferee a Lender.

Transfers by Lenders. Any Lender (the "“Transferor Lender"”) may transfer at any time cause all or any part of its rights, benefits and/or obligations under this Agreement and/or any of and the other Security Documents to be transferred to any one other bank or more banks or other financial institutions institution (a "“Transferee Lender"”) without the prior consent of the Borrower (but after prior consultation with the Borrower) and the other Lenders by delivering to the Agent a Transfer Certificate duly completed and duly executed by the Transferor Lender and the Transferee Lender. Any such transfer shall be made by a Lender without the prior written consent of the Borrower. No such transfer is binding on, or effective in relation to, the Borrowers Borrower or the Agent unless (i) it is effected or evidenced by a Transfer Certificate which complies with the provisions of this clause 15.3 and is signed by or on behalf of the Transferor Lender, the Transferee Lender and the Agent (on behalf of itself, the Borrowers Borrower and the other Creditors) and (ii) such transfer of rights under the other Security Documents has been effected and registered. Upon signature of any such Transfer Certificate by the Agent, which signature shall be effected as promptly as is practicable after such Transfer Certificate has been delivered to the Agent, and subject to the terms of such Transfer Certificate, such Transfer Certificate shall have effect as set out below. The following further provisions shall have effect in relation to any Transfer Certificate: 15.3.1 a Transfer Certificate may be in respect of a Lender's ’s rights in respect of all, or part of, its Commitment and shall be in respect of the same proportion of its Contribution; 15.3.2 a Transfer Certificate shall only be in respect of rights and obligations of the Transferor Lender in its capacity as a Lender and shall not transfer its rights and obligations as the Agent, or in any other capacity, as the case may be and such other rights and obligations may only be transferred in accordance with any applicable provisions of this Agreement; 15.3.3 a Transfer Certificate shall take effect in accordance with English law as follows: (a) to the extent specified in the Transfer Certificate, the Transferor Lender's ’s payment rights and all its other rights (other than those referred to in clause 15.3.2 above) under this Agreement are assigned to the Transferee Lender absolutely, free of any defects in the Transferor Lender's ’s title and of any rights or equities which the Borrowers Borrower had against the Transferor Lender; (b) the Transferor Lender's ’s Commitment is discharged to the extent specified in the Transfer Certificate; (c) the Transferee Lender becomes a Lender with a Contribution and/or a Commitment of the amounts specified in the Transfer Certificate; (d) the Transferee Lender becomes bound by all the provisions of this Agreement and the Security Documents which are applicable to the Lenders generally, including those about pro-rata sharing and the exclusion of liability on the part of, and the indemnification of, the Arranger, the Agent and the Security Agent other Creditors and to the extent that the Transferee Lender becomes bound by those provisions, the Transferor Lender ceases to be bound by them; (e) an Advance or part of an Advance which the Transferee Lender makes after the Transfer Certificate comes into effect ranks in point of priority and security in the same way as it would have ranked had it been made by the Transferor Lender, assuming that any defects in the Transferor Lender's ’s title and any rights or equities of any Security Party against the Transferor Lender had not existed; and (f) the Transferee Lender becomes entitled to all the rights under this Agreement which are applicable to the Lenders generally, including but not limited to those relating to the Majority Lenders and those under clauses 3.6, 5 and 11.3 12 and to the extent that the Transferee Lender becomes entitled to such rights, the Transferor Lender ceases to be entitled to them; 15.3.4 the rights and equities of the Borrowers Borrower or of any other Security Party referred to above include, but are not limited to, any right of set-off and any other kind of cross-claim; and 15.3.5 the BorrowersBorrower, the Account Bank, the Security Agent, the ArrangerArrangers, the Swap Provider Banks and the Lenders hereby irrevocably authorise and instruct the Agent to sign any such Transfer Certificate on their behalf and undertake not to withdraw, revoke or qualify such authority or instruction at any time. Promptly upon its signature of any Transfer Certificate, the Agent shall notify the Borrowers, the other LendersBorrower, the Transferor Lender and the Transferee Lender.

Transfers by Lenders. Any Lender (the "Transferor Lender") may transfer all or any part of its rights, benefits and/or and obligations under this Agreement and/or any of the other Security Transaction Documents to any one or more banks change its Lending Office (whether in the same or other financial institutions (a "Transferee Lender") by delivering different jurisdiction), provided always that: 30.2.1 prior to the Agent a Transfer Certificate duly completed and duly executed by the Transferor Lender and the Transferee Lender. Any such transfer shall be made by a Lender without the prior written consent of the Borrower. No such transfer is binding on, or effective change in relation toLending Office becoming effective, the Borrowers or the Agent unless (i) it is effected or evidenced by a Transfer Certificate which complies with the provisions of this clause 15.3 and is signed by or on behalf of the Transferor relevant Lender, the Transferee Lender and the Agent (on behalf of itself, the Borrowers and the other Creditors) and (ii) such transfer of rights under the other Security Documents has been effected and registered. Upon signature of any such Transfer Certificate by the Agent, which signature shall be effected as promptly as is practicable after such Transfer Certificate has been delivered to the Agent, and subject to the terms of such Transfer Certificate, such Transfer Certificate shall have effect as set out below. The following further provisions shall have effect in relation to any Transfer Certificate: 15.3.1 a Transfer Certificate may be in respect of a Lender's rights in respect of all, or part of, its Commitment and shall be in respect of the same proportion of its Contribution; 15.3.2 a Transfer Certificate shall only be in respect of rights and obligations of the Transferor Lender in its capacity as a Lender and shall not transfer its rights and obligations as the Agent, or in any other capacity, as the case may be and such other rights and obligations may only be transferred in accordance with any applicable provisions of this Agreement; 15.3.3 a Transfer Certificate shall take effect in accordance with English law as follows: (a) gives notice to AerVenture (with a copy to the extent specified in ECA Agent) of the Transfer Certificate, the Transferor Lender's payment rights and all its other rights (other than those referred to in clause 15.3.2 above) under this Agreement are assigned to identity of the Transferee Lender absolutely, free or (as the case may be) the new Lending Office and the jurisdiction of any defects in tax residence of the Transferor Lender's title and of any rights Transferee or equities which (as the Borrowers had against case may be) the Transferor Lender;new Lending Office; and (b) obtains the Transferor Lender's Commitment is discharged to the extent specified in the Transfer Certificate;prior consent of COFACE, (c) 30.2.2 the Transferee Lender becomes a Lender with a Contribution and/or of the amounts specified in the Transfer Certificate; (di) is an Export Credit Agency, or (ii) is eligible for support from COFACE and (unless the Transferee Lender becomes bound is or has been a Lender) has been approved as a Transferee by all AerVenture (such approval not to be unreasonably withheld or delayed), or (iii) is designated as a Transferee by the provisions relevant Export Credit Agency; and 30.2.3 with the exception of this Agreement transfers occurring as a result of sub-paragraphs (i) or (iii) of clause 30.2.2, no Obligor shall be under any obligation to pay any greater amount or suffer any other increase in liabilities or diminution in right or benefit under the Transaction Documents following and as a consequence of any such transfer or change in Lending Office, except where the Security Documents same arises as a consequence of a Change in Law which are applicable to occurs after the Lenders generally, including those about pro-rata sharing and date of that transfer or change in Lending Office (but excluding any Change in Law which is officially announced or proposed before the exclusion date of liability on that transfer or change in Lending Office). provided further that the part of, and the indemnification of, the Arranger, the Agent and the Security Agent and provisos set out above shall not apply to the extent that the Transferee any Lender becomes bound by those provisions, the Transferor Lender ceases to be bound by them; (e) an Advance has effected a transfer or part of an Advance which the Transferee Lender makes after the Transfer Certificate comes into effect ranks in point of priority and security in the same way as it would have ranked had it been made by the Transferor Lender, assuming that any defects in the Transferor Lender's title and any rights or equities of any Security Party against the Transferor Lender had not existed; and (f) the Transferee Lender becomes entitled to all the rights under this Agreement which are applicable to the Lenders generally, including but not limited to those relating to the Majority Lenders and those under clauses 3.6, 5 and 11.3 and to the extent that the Transferee Lender becomes entitled to such rights, the Transferor Lender ceases to be entitled to them; 15.3.4 the rights and equities of the Borrowers or of any other Security Party referred to above include, but are not limited changed its Lending Office pursuant to, any right of set-off and any other kind of cross-claim; and 15.3.5 the Borrowersin accordance with, the Account Bank, the Security Agent, the Arranger, the Swap Provider and the Lenders hereby irrevocably authorise and instruct the Agent to sign any such Transfer Certificate on their behalf and undertake not to withdraw, revoke or qualify such authority or instruction at any time. Promptly upon its signature of any Transfer Certificate, the Agent shall notify the Borrowers, the other Lenders, the Transferor Lender and the Transferee Lenderclause 8.1.