Common use of Transfer of Beneficial Interest Clause in Contracts

Transfer of Beneficial Interest. The Trustor may assign, convey or otherwise transfer to a single institutional investor all (but not less than all) of the Beneficial Interest then owned by the Trustor, provided that it gives the Lessee and the Indenture Trustee at least 10 Business Days' notice of such assignment, conveyance or other transfer and provided further that the transferor Trustor shall remain liable for all obligations of the Trustor under this Agreement and the Operative Agreements to which the Trustor is a party to the extent (but only to the extent) incurred on or before the date of such transfer and provided that the transferee agrees by a written instrument in form and substance reasonably satisfactory to the Indenture Trustee, the Owner Trustee and the Lessee to assume primary liability for all obligations as a trustor under this Agreement and the other Operative Agreements to which such trustor is a party incurred after the date of transfer and the Trustor shall remain secondarily liable for all such obligations assumed by its successor as Trustor; provided, that the Trustor need not so agree to remain and shall not be so secondarily liable if (a) such transferee is (i) a bank, savings institution, finance company, leasing company or trust company, national banking association acting for its own account or in a fiduciary capacity as trustee or agent under any pension, retirement, profit sharing or similar trust or fund, insurance company, fraternal benefit society or corporation acting for its own account having a combined capital and surplus (or, if applicable, consolidated tangible net worth or its equivalent) of not less than $75,000,000, (ii) a subsidiary of any Person described in clause (i) where such Person provides (A) support for the obligations assumed by such transferee subsidiary satisfactory to the Lessee, the Owner Trustee and the Indenture Trustee or (B) an unconditional guaranty satisfactory to the Lessee, the Owner Trustee and the Indenture Trustee of such transferee subsidiary's obligations, or (iii) an Affiliate of the transferor Trustor, so long as such Affiliate has a combined capital and surplus (or, if applicable, consolidated tangible net worth or its equivalent) of not less than $75,000,000, (b) such transferee is legally capable of binding itself to the obligations of the transferor Trustor and expressly agrees to assume all obligations of the transferor Trustor under the Participation Agreement and this Agreement and (c) such transferee shall provide representations substantially similar to those contained in Section 7.03(a) of the Participation Agreement. In the event of any such assignment, conveyance or transfer, the transferee shall become a party to this Agreement and shall agree to be bound by all the terms of and will undertake all of the obligations of the transferor Trustor contained in this Agreement and the other Operative Agreements in such manner as is reasonably satisfactory to the Owner Trustee, the Indenture Trustee and the Lessee. A transferee hereunder shall be (i) a "U.S.

Transfer of Beneficial Interest. The A Trustor may assign, convey or otherwise transfer to a single institutional investor all (but not less than all) of the Beneficial Interest then owned by the such Trustor, provided that it gives the Lessee Lessee, the other Trustor and the Indenture Trustee at least 10 Business Days' notice of such assignment, conveyance or other transfer and provided further that the transferor Trustor shall remain liable for all obligations of the such Trustor under this Agreement and the Operative Agreements to which the such Trustor is a party to the extent (but only to the extent) incurred on or before the date of such transfer and provided that the transferee agrees by a written instrument in form and substance reasonably satisfactory to the Indenture Trustee, the Owner Trustee Trustee, the other Trustor and the Lessee to assume primary liability for all obligations as a trustor under this Agreement and the other Operative Agreements to which such trustor is a party incurred after the date of transfer and the such Trustor shall remain secondarily liable for all such obligations assumed by its successor as Trustor; provided, that the such Trustor need not so agree to remain and shall not be so secondarily liable if (a) such transferee is (i) a bank, savings institution, finance company, leasing company or trust company, national banking association acting for its own account or in a fiduciary capacity as trustee or agent under any pension, retirement, profit sharing or similar trust or fund, insurance company, fraternal benefit society or corporation acting for its own account having a combined capital and surplus (or, if applicable, consolidated tangible net worth or its equivalent) of not less than $75,000,000, (ii) a subsidiary of any Person described in clause (i) where such Person provides (A) support for the obligations assumed by such transferee subsidiary satisfactory to the Lessee, the Owner Trustee Trustee, the other Trustor and the Indenture Trustee or (B) an unconditional guaranty satisfactory to the Lessee, the Owner Trustee Trustee, the other Trustor and the Indenture Trustee of such transferee subsidiary's obligations, or (iii) an Affiliate of the transferor Trustor, so long as such Affiliate has a combined capital and surplus (or, if applicable, consolidated tangible net worth or its equivalent) of not less than $75,000,000, (b) such transferee is legally capable of binding itself to the obligations of the transferor Trustor and expressly agrees to assume all obligations of the transferor Trustor under the Participation Agreement and this Agreement and (c) such transferee shall provide representations substantially similar to those contained in Section 7.03(a) of the Participation Agreement. In the event of any such assignment, conveyance or transfer, the transferee shall become a party to this Agreement and shall agree to be bound by all the terms of and will undertake all of the obligations of the transferor Trustor contained in this Agreement and the other Operative Agreements in such manner as is reasonably satisfactory to the Owner Trustee, the Indenture Trustee and the Lessee. A transferee hereunder shall be (i) a "U.S.

Transfer of Beneficial Interest. The Trustor may assign, convey or otherwise transfer to a single institutional investor all (but not less than all) of the Beneficial Interest then owned by the TrustorInterest, provided that it gives the Lessee and the Indenture Trustee at least 10 Business Days' notice of such assignment, conveyance or other transfer and provided further that the transferor Trustor shall remain liable for all obligations of the Trustor under this Agreement and the Operative Agreements to which the Trustor is a party to the extent (but only to the extent) incurred on or before the date of such transfer and provided that the transferee agrees by a written instrument in form and substance reasonably satisfactory to the Indenture Trustee, the Owner Trustee and the Lessee to assume primary liability for all obligations as a trustor under this Agreement and the other Operative Agreements to which such trustor is a party incurred after the date of transfer and the Trustor shall remain secondarily liable for all such obligations assumed by its successor as Trustor; provided, that the Trustor need not so agree to remain and shall not be so secondarily liable if (a) such transferee is (i) a bank, savings institution, finance company, leasing company or trust company, national banking association acting for its own account or in a fiduciary capacity as trustee or agent under any pension, retirement, profit sharing or similar trust or fund, insurance company, fraternal benefit society or corporation acting for its own account having a combined capital and surplus (or, if applicable, consolidated tangible net worth or its equivalent) of not less than $75,000,000, (ii) a subsidiary of any Person described in clause (i) where such Person provides (A) support for the obligations assumed by such transferee subsidiary satisfactory to the Lessee, the Owner Trustee and the Indenture Trustee or (B) an unconditional guaranty satisfactory to the Lessee, the Owner Trustee and the Indenture Trustee of such transferee subsidiary's obligations, or (iii) an Affiliate of the transferor original Trustor, so long as such Affiliate has a combined capital and surplus (or, if applicable, consolidated tangible net worth or its equivalent) of not less than $75,000,000, (b) such transferee is legally capable of binding itself to the obligations of the transferor Trustor and expressly agrees to assume all obligations of the transferor Trustor under the Participation Agreement and this Agreement and (c) such transferee shall provide representations substantially similar to those contained in Section 7.03(a) of the Participation Agreement. In the event of any such assignment, conveyance or transfer, the transferee shall become a party to this Agreement and shall agree to be bound by all the terms of and will undertake all of the obligations of the transferor Trustor contained in this Agreement and the other Operative Agreements in such manner as is reasonably satisfactory to the Owner Trustee, the Indenture Trustee and the Lessee. A transferee hereunder shall be (i) a "U.S.

Transfer of Beneficial Interest. The Trustor may assign, convey or otherwise transfer to a single institutional investor all (but not less than all) of the Beneficial Interest then owned by the TrustorInterest, provided that it gives the Lessee Lessee, the Indenture Trustee and the Indenture Owner Trustee at least 10 Business Days' notice of such assignment, conveyance or other transfer and provided provided, further that the transferor Trustor shall agrees by a written instrument in form and substance reasonably satisfactory to the Lessee, the Indenture Trustee and the Owner Trustee to remain liable for all obligations of the Trustor under this Agreement and the other Operative Agreements to which the Trustor is a party to the extent (but only to the extent) incurred on or before the date of such transfer and provided that the transferee agrees by a written instrument in form and substance reasonably satisfactory to the Lessee, the Indenture Trustee, Trustee and the Owner Trustee and the Lessee to assume primary liability for all obligations as a trustor under this Agreement and the other Operative Agreements to which such trustor is a party incurred after the date of transfer and the Trustor shall remain secondarily liable for all such obligations assumed by its successor as Trustortransfer; provided, further, that the Trustor need not so agree to remain and shall not be so secondarily liable if (a) such transferee is (i) a bank, savings institution, finance company, leasing company or trust company, company or national banking association acting for its own account (subject to the transferee's ability to satisfy the requirements set forth in clause (c) below) or in a fiduciary capacity as trustee or agent under any pension, retirement, profit sharing or similar trust or fund, insurance company, fraternal benefit society or corporation acting for its own account having a combined capital and surplus (or, if applicable, consolidated tangible net worth or its equivalent) of not less than $75,000,000, (ii) a subsidiary of any Person described in clause (i) where such Person provides (A) support for the obligations assumed by such transferee subsidiary satisfactory to the Lessee, the Owner Trustee and the Indenture Trustee or (B) an unconditional guaranty satisfactory to the Lessee, the Owner Trustee and the Indenture Trustee of such transferee subsidiary's obligations, or (iii) an Affiliate of the transferor original Trustor, so long as such Affiliate has a combined capital and surplus (or, if applicable, consolidated tangible net worth or its equivalent) of not less than $75,000,000, (b) such transferee is legally capable of binding itself to the obligations of the transferor Trustor and expressly agrees to assume all obligations of the transferor Trustor under the Participation Agreement and this Agreement and (c) such transferee shall provide representations substantially similar to those contained in Section Sections 7.02(a) and 7.03(a) of the Participation Agreement. In the event of any such assignment, conveyance or transfer, the transferee shall become a party to this Agreement and shall agree to be bound by all the terms of and will undertake all of the obligations of the transferor Trustor contained in this Agreement and the other Operative Agreements in such manner as is reasonably satisfactory to the Owner Trustee, the Indenture Trustee and the LesseeIndenture Trustee. A transferee hereunder shall be (i) a "U.S.

Transfer of Beneficial Interest. The Trustor may assign, convey or otherwise transfer to a single institutional investor all (but not less than all) of the Beneficial Interest then owned by the TrustorInterest, provided that it gives the Lessee Lessee, the Indenture Trustee and the Indenture Owner Trustee at least 10 Business Days' notice of such assignment, conveyance or other transfer and provided further that the transferor Trustor shall agrees by a written instrument in form and substance reasonably satisfactory to the Lessee, the Indenture Trustee and the Owner Trustee to remain liable for all obligations of the Trustor under this Agreement and the other Operative Agreements to which the Trustor is a party to the extent (but only to the extent) incurred on or before the date of such transfer and provided that the transferee agrees by a written instrument in form and substance reasonably satisfactory to the Lessee, the Indenture Trustee, Trustee and the Owner Trustee and the Lessee to assume primary liability for all obligations as a trustor under this Agreement and the other Operative Agreements to which such trustor is a party incurred after the date of transfer and the Trustor shall remain secondarily liable for all such obligations assumed by its successor as Trustortransfer; provided, further, that the Trustor need not so agree to remain and shall not be so secondarily liable if (a) such transferee is (i) a bank, savings institution, finance company, leasing company or trust company, company or national banking association acting for its own account or in a fiduciary capacity as trustee or agent under any pension, retirement, profit sharing or similar trust or fund, insurance company, fraternal benefit society or corporation acting for its own account having a combined capital and surplus (or, if applicable, consolidated tangible net worth or its equivalent) of not less than $75,000,000, (ii) a subsidiary of any Person described in clause (i) where such Person provides (A) support for the obligations assumed by such transferee subsidiary satisfactory to the Lessee, the Owner Trustee and the Indenture Trustee or (B) an unconditional guaranty satisfactory to the Lessee, the Owner Trustee and the Indenture Trustee of such transferee subsidiary's obligations, or (iii) an Affiliate of the transferor original Trustor, so long as such Affiliate has a combined capital and surplus (or, if applicable, consolidated tangible net worth or its equivalent) of not less than $75,000,000, (b) such transferee is legally capable of binding itself to the obligations of the transferor Trustor and expressly agrees to assume all obligations of the transferor Trustor under the Participation Agreement and this Agreement and (c) such transferee shall provide representations substantially similar to those contained in Section 7.03(a) of the Participation Agreement. In the event of any such assignment, conveyance or transfer, the transferee shall become a party to this Agreement and shall agree to be bound by all the terms of and will undertake all of the obligations of the transferor Trustor contained in this Agreement and the other Operative Agreements in such manner as is reasonably satisfactory to the Owner TrusteeLessee, the Indenture Owner Trustee and the LesseeIndenture Trustee. A transferee hereunder shall be (i) a "U.S.