ASSIGNMENTS AND TRANSFERS BY BANKS. 32.3.1 Any Bank may, at any time, assign all or any of its rights and benefits under the Finance Documents or transfer in accordance with Clause 32.5 (TRANSFERS BY BANKS) all or any of its rights, benefits and obligations under the Finance Documents to a bank or financial institution. 32.3.2 The consent of USPE is required for an assignment or transfer by a Bank unless the assignment or transfer is: (a) to another Bank; or (b) to any subsidiary or holding company (or to any subsidiary of any holding company) of the transferring Bank if such subsidiary or holding company is a Qualifying Bank; or (c) made in connection with syndication of the Facilities. 32.3.3 USPE's consent must not be unreasonably withheld. 32.3.4 USPE may withhold its consent if an assignment or transfer would result in an Obligor being liable to pay an additional amount pursuant to Clause 11 (TAXES) or Clause 13 (INCREASED COSTS).
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Sources: Senior Term Facility Agreement (United Surgical Partners International Inc), Senior Term Facility Agreement (United Surgical Partners International Inc)