Common use of Transfers by Obligors Clause in Contracts

Transfers by Obligors. (a) No Obligor may assign, transfer, novate or dispose of any of, or any interest in, its rights and/or obligations under this Agreement, except: (i) pursuant to a merger in accordance with Clause 16.11(d) (Acquisitions and mergers); and (ii) that UPC Distribution Holdco (Existing UPC Distribution Holdco) may at any time assign, transfer, novate or dispose of all of its rights and obligations under this Agreement and the other Finance Documents to which it is a party to another person which is the immediate Holding Company of UPC Distribution (New UPC Distribution Holdco) in accordance with the terms of this Agreement and the terms of such other Finance Document, provided that any transfer or novation of obligations by Existing UPC Distribution Holdco will not be effective until New UPC Distribution Holdco has become an Additional Guarantor in accordance with Clause 26.4 (Additional Obligors) and has delivered or delivers the documents specified in Clause 26.4(a)(v) (Additional Obligors). (b) At the time the foregoing conditions for the transfer or novation of Existing UPC Distribution Holdco’s obligations shall have been satisfied (or waived, as the case may be) and such transfer or novation has taken effect: (i) Existing UPC Distribution Holdco will be released from its obligations under this Agreement and the other Finance Documents, without prejudice to any such obligations which may have accrued and shall not have been discharged prior to such time; and (ii) Existing UPC Distribution Holdco will cease to be an Original Guarantor.

Transfers by Obligors. (a) No Obligor may assign, transfer, novate or dispose of any of, or any interest in, its rights and/or obligations under this Agreement, except: (i) pursuant to a merger in accordance with Clause 16.11(d16.11(b) (Acquisitions and mergers); and (ii) that UPC Distribution Broadband Holdco (Existing UPC Distribution Broadband Holdco) may at any time assign, transfer, novate or dispose of all of its rights and obligations under this Agreement and the other Finance Documents to which it is a party to another person which is the immediate Holding Company of UPC Distribution Broadband (New UPC Distribution Broadband Holdco) in accordance with the terms of this Agreement and the terms of such other Finance Document, provided that any transfer or novation of obligations by Existing UPC Distribution Broadband Holdco will not be effective until New UPC Distribution Broadband Holdco has become an Additional Guarantor in accordance with Clause 26.4 (Additional Obligors) and has delivered or delivers the documents specified in Clause 26.4(a)(v) (Additional Obligors). (b) At the time the foregoing conditions for the transfer or novation of Existing UPC Distribution Broadband Holdco’s 's obligations shall have been satisfied (or waived, as the case may be) and such transfer or novation has taken effect: (i) Existing UPC Distribution Broadband Holdco will be released from its obligations under this Agreement and the other Finance Documents, without prejudice to any such obligations which may have accrued and shall not have been discharged prior to such time; and (ii) Existing UPC Distribution Broadband Holdco will cease to be an Original Guarantor.

Transfers by Obligors. (a) No Obligor may assign, transfer, novate or dispose of any of, or any interest in, its rights and/or obligations under this Agreement, except:: 119 (i) pursuant to a merger in accordance with Clause 16.11(d) (Acquisitions and mergers); and (ii) that UPC Distribution Holdco ("Existing UPC Distribution Holdco") may at any time assign, transfer, novate or dispose of all of its rights and obligations under this Agreement and the other Finance Documents to which it is a party to another person which is the immediate Holding Company of UPC Distribution ("New UPC Distribution Holdco") in accordance with the terms of this Agreement and the terms of such other Finance Document, provided that any transfer or novation of obligations by Existing UPC Distribution Holdco will not be effective until New UPC Distribution Holdco has become an Additional Guarantor in accordance with Clause 26.4 (Additional ObligorsGuarantors) and has delivered or delivers the documents specified in Clause 26.4(a)(v26.4(a) (iv) (Additional ObligorsGuarantors). (b) At the time the foregoing conditions for the transfer or novation of Existing UPC Distribution Holdco’s 's obligations shall have been satisfied (or waived, as the case may be) and such transfer or novation has taken effect: (i) Existing UPC Distribution Holdco will be released from its obligations under this Agreement and the other Finance Documents, without prejudice to any such obligations which may have accrued and shall not have been discharged prior to such time; and (ii) Existing UPC Distribution Holdco will cease to be an Original Guarantor.

Transfers by Obligors. (a) No Obligor may assign, transfer, novate or dispose of any of, or any interest in, its rights and/or obligations under this Agreement, except: (i) pursuant to a merger in accordance with Clause 16.11(d16.11(b) (Acquisitions and mergers); and (ii) that UPC Distribution Broadband Holdco (Existing UPC Distribution Broadband Holdco) may at any time assign, transfer, novate or dispose of all of its rights and obligations under this Agreement and the other Finance Documents to which it is a party to another person which is the immediate Holding Company of UPC Distribution Broadband (New UPC Distribution Broadband Holdco) in accordance with the terms of this Agreement and the terms of such other Finance Document, provided that any transfer or novation of obligations by Existing UPC Distribution Broadband Holdco will not be effective until New UPC Distribution Broadband Holdco has become an Additional Guarantor in accordance with Clause 26.4 (Additional ObligorsGuarantors) and has delivered or delivers the documents specified in Clause 26.4(a)(v26.4(a)(iv) (Additional ObligorsGuarantors). (b) At the time the foregoing conditions for the transfer or novation of Existing UPC Distribution Broadband Holdco’s obligations shall have been satisfied (or waived, as the case may be) and such transfer or novation has taken effect: (i) Existing UPC Distribution Broadband Holdco will be released from its obligations under this Agreement and the other Finance Documents, without prejudice to any such obligations which may have accrued and shall not have been discharged prior to such time; and (ii) Existing UPC Distribution Broadband Holdco will cease to be an Original Guarantor.

Transfers by Obligors. None of the Obligors shall assign any rights or transfer any obligations arising from this Agreement without the prior written consent of the Security Trustee (a) No Obligor may assignacting on the instructions of the Majority Lenders), transfer, novate or dispose of any of, or any interest in, its rights and/or obligations under this Agreement, except: except that (i) pursuant to a the Borrower or any Sub-Borrower may transfer for the purposes of merger in accordance with Clause 16.11(d) (Acquisitions and mergers); and (ii) that UPC Distribution Holdco (Existing UPC Distribution Holdco) may at any time assign, transfer, novate or dispose solvent liquidation or contractually or by operation of all of law its rights and obligations under this Agreement to a person that becomes the Borrower or a Sub-Borrower, and the other Finance Documents to which it is a party to another person which is the immediate Holding Company of UPC Distribution (New UPC Distribution Holdco) in accordance with the terms of this Agreement and the terms of such other Finance Document, provided that any Parent or an Intermediate Lessee may transfer or novation of obligations by Existing UPC Distribution Holdco will not be effective until New UPC Distribution Holdco has become an Additional Guarantor in accordance with Clause 26.4 (Additional Obligors) and has delivered or delivers the documents specified in Clause 26.4(a)(v) (Additional Obligors). (b) At the time the foregoing conditions for the transfer purposes of merger or novation solvent liquidation or contractually or by operation of Existing UPC Distribution Holdco’s law its rights and obligations shall have been satisfied (to a person that becomes the Parent or waivedan Intermediate Lessee, as the case may be, and is a Subsidiary of the Guarantor (not incorporated in the United States except in the case of the Parent or which in the case of the Sub-Borrower or Intermediate Lessee is an owner trust and/or voting trust) and (ii) in the case of the Guarantor, to a successor or assign permitted under Schedule 5, (in each case the "TRANSFEREE") provided that any such transfer is subject to the conditions precedent that: (a) no Relevant Event or Termination Event has occurred and is continuing; (b) where the Transferee is the Guarantor, a Sub-Borrower or an Intermediate Lessee organised in a Regular Jurisdiction, the Transferee shall accede to this Agreement by executing an Accession Deed (which shall, in the case of the Guarantor, be appropriately amended to the satisfaction of the Agent) and such other Transaction Documents as the Agent, in its good faith opinion, considers appropriate so that such Transferee shall become a party to this Agreement and such of the other Transaction Documents as may be appropriate as if named therein as a party; (c) if Clause 18.1(b) does not apply (including if the Transferee is organised in an Irregular Jurisdiction, if applicable) each of the remaining Obligors and, such Transferee shall enter into such other documents and provide such security as the Security Trustee may, in its good faith opinion (after taking legal advice from counsel to the Lenders in the jurisdiction of the relevant Transferee), require in order to ensure that (i) the Representatives and each of the Lenders are in a position, having a substantially similar effect (including as to their security position) with respect to such Transferee as they were with respect to the transferor under the Transaction Documents and (ii) the rights of the Representatives and the Lenders are not materially different than with respect to the relevant transferor under the Transaction Documents, it being acknowledged and agreed for the purpose of determining the foregoing matters that (i) any trustee in a United States owner/voting trust will be party to the relevant Transaction Documents not in its individual capacity but solely as trustee, (ii) common law jurisdictions are acceptable and (iii) with respect to civil jurisdictions, the Borrower and the Agent shall negotiate in good faith, to the extent necessary, alternative security to that available in common law jurisdictions which is acceptable to the Security Trustee, acting upon the instruction of the Majority Lenders; (d) upon receipt by the Agent of the Accession Deed signed on behalf of the Borrower, Guarantor, other Obligors and by the proposed Transferee, the Agent shall sign the same for itself and on behalf of the Lenders and shall as promptly as practicable give notice of such execution to all of the parties to the Accession Deed; (e) upon execution of any such Accession Deed, the transfer shall take effect in accordance with, but subject to, the terms hereof and thereof; (f) evidence satisfactory to the Security Trustee (including a legal opinion from counsel to the Lenders in the jurisdiction in which transfer of title to the Aircraft takes place) that the Transferee (as the case may be) has obtained title to the Aircraft free and clear of any Liens other than Permitted Liens including a certified copy of the Bill xx Sale in relation to each Aircraft, if applicable, to the Transferee; (g) a legal opinion from counsel to the Lenders in the jurisdiction in which the Transferee is organised which is satisfactory to the Security Trustee concerning the relevant Accession Deed or, an adaptation thereof pursuant to sub-paragraphs (b) or novation has taken effect(c) above, any assignment of the Mortgage or, if applicable, the relevant Mortgages, the filing or registration and perfection in that jurisdiction of the Mortgage or, if applicable, the relevant Mortgages, (or alternative security) with respect to the Aircraft, the Charge over Shares of Sub-Borrower (if any) and any other Aircraft Security Documents which will be entered into by the Transferee and the validity of a guarantee and indemnity to be entered into by the Transferee (if other than the Guarantor) in place of the Sub-Borrower Guarantee (if the Transferor is a Sub-Borrower) in favour of the Security Trustee; (h) where the Transferee assumes the obligations of the Guarantor under this Agreement, a legal opinion from in-house counsel to the Transferee and from external counsel to the Transferee in the jurisdiction in which the Transferee is organised in favour of the Security Trustee in a form acceptable to it concerning the Accession Deed entered into by the Transferee as appropriately amended in accordance with sub-paragraph (b) above; (i) the relevant legal opinions from counsel to the Lenders as provided in paragraph 4 of Part I to Schedule 6; (j) evidence of insurance having been effected in respect of the Aircraft with the Security Trustee named as a contract party and (to the extent possible under AVN67B, or such other endorsement as may be applicable) loss payee; (k) if applicable, copies of the certificate of registration of the Replacement Aircraft and airworthiness issued by the Aviation Authority; (l) the following signed documents: (i) Existing UPC Distribution Holdco will be released from its obligations under this Agreement and Accession Deed or an adaptation thereof pursuant to sub-paragraphs (b) or (c) above (if applicable) (if such person has not previously acceded to the other Finance Transaction Documents, without prejudice to any such obligations which may have accrued and shall not have been discharged prior to such time; and); (ii) Existing UPC Distribution Holdco will cease the assignment of the Mortgages (if applicable) or alternative security satisfactory to be an Original Guarantor.the Security Trustee, acting upon the instructions of the Majority Lenders; (iii) assignment of the Warranties (to the extent assignable); (iv) the assignment of the Engine Warranties (to the extent assignable); (v) Sub-Borrower Debenture (if applicable); (vi) Intermediate Lessee Debenture (if applicable);

Transfers by Obligors. (a) No Obligor may assign, transfer, novate or dispose of any of, or any interest in, its rights and/or obligations under this Agreement, except: (i) pursuant to a merger in accordance with Clause 16.11(d) (Acquisitions and mergers); and (ii) that UPC Distribution Holdco (Existing UPC Distribution Holdco) may at any time assign, transfer, novate or dispose of all of its rights and obligations under this Agreement and the other Finance Documents to which it is a party to another person which is the immediate Holding Company of UPC Distribution (New UPC Distribution Holdco) in accordance with the terms of this Agreement and the terms of such other Finance Document, provided that any transfer or novation of obligations by Existing UPC Distribution Holdco will not be effective until New UPC Distribution Holdco has become an Additional Guarantor in accordance with Clause 26.4 (Additional ObligorsGuarantors) and has delivered or delivers the documents specified in Clause 26.4(a)(v26.4(a)(iv) (Additional ObligorsGuarantors). (b) At the time the foregoing conditions for the transfer or novation of Existing UPC Distribution Holdco’s obligations shall have been satisfied (or waived, as the case may be) and such transfer or novation has taken effect: (i) Existing UPC Distribution Holdco will be released from its obligations under this Agreement and the other Finance Documents, without prejudice to any such obligations which may have accrued and shall not have been discharged prior to such time; and (ii) Existing UPC Distribution Holdco will cease to be an Original Guarantor.

Transfers by Obligors. (a) No Obligor may assign, transfer, novate or dispose of any of, or any interest in, its rights and/or obligations under this Agreement, except: (i) pursuant to a merger in accordance with Clause 16.11(d23.11(b) (Acquisitions and mergers); and (ii) that UPC Distribution Broadband Holdco (Existing UPC Distribution Broadband Holdco) may at any time assign, transfer, novate or dispose of all of its rights and obligations under this Agreement and the other Finance Documents to which it is a party to another person which is the immediate Holding Company of UPC Distribution Broadband (New UPC Distribution Broadband Holdco) in accordance with the terms of this Agreement and the terms of such other Finance Document, provided that any transfer or novation of obligations by Existing UPC Distribution Broadband Holdco will not be effective until New UPC Distribution Broadband Holdco has become an Additional Guarantor in accordance with Clause 26.4 33.4 (Additional Obligors) and has delivered or delivers the documents specified in Clause 26.4(a)(v33.4(a)(v) (Additional Obligors). (b) At the time the foregoing conditions for the transfer or novation of Existing UPC Distribution Broadband Holdco’s obligations shall have been satisfied (or waived, as the case may be) and such transfer or novation has taken effect: (i) Existing UPC Distribution Broadband Holdco will be released from its obligations under this Agreement and the other Finance Documents, without prejudice to any such obligations which may have accrued and shall not have been discharged prior to such time; and (ii) Existing UPC Distribution Broadband Holdco will cease to be an Original Guarantor.

Transfers by Obligors. (a) No Obligor may assign, transfer, novate or dispose of any of, or any interest in, its rights and/or obligations under this Agreement, except: (i) pursuant to a merger in accordance with Clause 16.11(d16.11(b) (Acquisitions and mergers); and (ii) that UPC Distribution Broadband Holdco (Existing UPC Distribution Broadband Holdco) may at any time assign, transfer, novate or dispose of all of its rights and obligations under this Agreement and the other Finance Documents to which it is a party to another person which is the immediate Holding Company of UPC Distribution Broadband (New UPC Distribution Broadband Holdco) in accordance with the terms of this Agreement and the terms of such other Finance Document, provided that any transfer or novation of obligations by Existing UPC Distribution Broadband Holdco will not be effective until New UPC Distribution Broadband Holdco has become an Additional Guarantor in accordance with Clause 26.4 (Additional ObligorsGuarantors) and has delivered or delivers the documents specified in Clause 26.4(a)(v26.4(a)(iv) (Additional ObligorsGuarantors). (b) At the time the foregoing conditions for the transfer or novation of Existing UPC Distribution Broadband Holdco’s 's obligations shall have been satisfied (or waived, as the case may be) and such transfer or novation has taken effect: (i) Existing UPC Distribution Broadband Holdco will be released from its obligations under this Agreement and the other Finance Documents, without prejudice to any such obligations which may have accrued and shall not have been discharged prior to such time; and (ii) Existing UPC Distribution Broadband Holdco will cease to be an Original Guarantor.

Transfers by Obligors. (a) No Obligor may assign, transfer, novate or dispose of any of, or any interest in, its rights and/or obligations under this Agreement, except: (i) pursuant to a merger in accordance with Clause 16.11(d16.11(b) (Acquisitions and mergers); and (ii) that UPC Distribution Broadband Holdco (Existing UPC Distribution Broadband Holdco) may at any time assign, transfer, novate or dispose of all of its rights and obligations under this Agreement and the other Finance Documents to which it is a party to another person which is the immediate Holding Company of UPC Distribution Broadband (New UPC Distribution Broadband Holdco) in accordance with the terms of this Agreement and the terms of such other Finance Document, provided that any transfer or novation of obligations by Existing UPC Distribution Broadband Holdco will not be effective until New UPC Distribution Broadband Holdco has become an Additional Guarantor in accordance with Clause 26.4 (Additional Obligors) and has delivered or delivers the documents specified in Clause 26.4(a)(v) (Additional Obligors). (b) At the time the foregoing conditions for the transfer or novation of Existing UPC Distribution Broadband Holdco’s obligations shall have been satisfied (or waived, as the case may be) and such transfer or novation has taken effect: (i) Existing UPC Distribution Broadband Holdco will be released from its obligations under this Agreement and the other Finance Documents, without prejudice to any such obligations which may have accrued and shall not have been discharged prior to such time; and (ii) Existing UPC Distribution Broadband Holdco will cease to be an Original Guarantor.