Common use of Conditions of assignment or transfer Clause in Contracts

Conditions of assignment or transfer. 24.2.1 The consent of the Borrower or any other person is not required for an assignment of any of its rights or transfer by novation of any of its rights and obligations by a Lender. 24.2.2 An assignment will only be effective on execution by the Agent and the Security Trustee of an Accession Undertaking delivered by the New Lender and performance by the Agent and the Security Trustee of all “know your customer” or other checks relating to any person that it requires to carry out in relation to such assignment to a New Lender, the completion of which the Agent and the Security Trustee shall promptly notify to the Existing Lender and the New Lender. 24.2.3 A transfer will only be effective if the procedure set out in Clause 24.5 (Procedure for transfer) is complied with. 24.2.4 If: (a) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (b) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 14 (Tax gross-up and indemnities) or Clause 15 (Increased costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

Conditions of assignment or transfer. 24.2.1 The consent of the Borrower or any other person is not required for an assignment of any of its rights or transfer by novation of any of its rights and obligations by a Lender. 24.2.2 25.2.1 An assignment will only be effective on execution on: (a) receipt by the Agent and the Security Trustee of an Accession Undertaking delivered by written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and (b) performance by the Agent and the Security Trustee of all “necessary "know your customer” " or other similar checks relating to any person that it requires to carry out under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Agent and the Security Trustee shall promptly notify to the Existing Lender and the New Lender. 24.2.3 25.2.2 A transfer will only be effective if the procedure set out in Clause 24.5 25.5 (Procedure for transfer) is complied with. 24.2.4 25.2.3 If: (a) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (b) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 14 12 (Tax gross-up and indemnities) or Clause 15 13 (Increased costsCosts), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

Conditions of assignment or transfer. 24.2.1 The consent of the Borrower or any other person is not required for an assignment of any of its rights or transfer by novation of any of its rights and obligations by a Lender. 24.2.2 (a) An assignment will only be effective on execution on: (i) receipt by the Agent and the Security Trustee of an Accession Undertaking delivered by written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and (ii) performance by the Agent and the Security Trustee of all “"know your customer” " or other checks relating to any person that it requires is required to carry out in relation to such assignment to a New Lender, the completion of which the Agent and the Security Trustee shall promptly notify to the Existing Lender and the New Lender. 24.2.3 (b) A transfer will only be effective if the procedure set out in Clause 24.5 22.5 (Procedure for transfer) is complied with. 24.2.4 (c) If: (ai) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (bii) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 14 12 (Tax gross-up and indemnities) or Clause 15 13 (Increased costsCosts), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

Conditions of assignment or transfer. 24.2.1 The consent of the Borrower or any other person is not required for an assignment of any of its rights or transfer by novation of any of its rights and obligations by a Lender. 24.2.2 22.2.1 An assignment will only be effective on execution on: (a) receipt by the Agent and the Security Trustee of an Accession Undertaking delivered by written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and (b) performance by the Agent and the Security Trustee of all necessary “know your customer” or other similar checks relating to any person that it requires to carry out under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Agent and the Security Trustee shall promptly notify to the Existing Lender and the New Lender. 24.2.3 22.2.2 A transfer will only be effective if the procedure set out in Clause 24.5 22.5 (Procedure for transfer) is complied with. 24.2.4 22.2.3 If: (a) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (b) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 14 12 (Tax gross-up and indemnities) or Clause 15 13 (Increased costsCosts), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred, provided that in no circumstances may a Lender change its Facility Office to a Facility Office in a country which does not have diplomatic ties with the State of Israel.

Conditions of assignment or transfer. 24.2.1 The consent of (a) Save as otherwise agreed by the Borrower or any other person is not required for an assignment Company and the Facility Agent the participation (net of any retransfer) of each Lender participating in the Facility shall be a minimum of £5,000,000 (or its rights or transfer by novation of any of its rights and obligations by a Lendercurrency equivalent). 24.2.2 (b) An assignment will only be effective on execution by the Agent and the Security Trustee of an Accession Undertaking delivered by the New Lender and performance by the Facility Agent and the Security Trustee of all “know your customer” or other checks relating to any person that it requires is required to carry out in relation to such assignment to a New Lender, the completion of which the Facility Agent and the Security Trustee shall promptly notify to the Existing Lender and the New Lender. 24.2.3 (c) An assignment will only be effective on receipt by the Facility Agent of written confirmation from the New Lender (in form and substance satisfactory to the Facility Agent and the Company) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender. (d) A transfer will only be effective if the procedure set out in Clause 24.5 20.6 (Procedure for transfer) is complied with. 24.2.4 (e) If: (ai) a Lender assigns or transfers any of its rights rights, benefits or obligations under the Finance Documents or changes its Facility Office; and (bii) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower Company would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 14 10 (Tax gross-up and indemnitiesTaxes) or Clause 15 11.2 (Increased costsCosts), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

Conditions of assignment or transfer. 24.2.1 25.2.1 The consent of the Borrower Borrower, any other Obligor or any other person is not required for an assignment of any of its rights or transfer by novation of any of its rights and obligations by a Lender. 24.2.2 25.2.2 An assignment will only be effective on execution by the Agent and the Security Trustee of an Accession Undertaking delivered by the New Lender and performance by the Agent and the Security Trustee of all “know your customer” or other checks relating to any person that it requires to carry out in relation to such assignment to a New Lender, the completion of which the Agent and the Security Trustee shall promptly notify to the Existing Lender and the New Lender. 24.2.3 25.2.3 A transfer will only be effective if the procedure set out in Clause 24.5 25.5 (Procedure for transfer) is complied with. 24.2.4 25.2.4 If: (a) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (b) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 14 (Tax gross-up and indemnities) or Clause 15 (Increased costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

Conditions of assignment or transfer. 24.2.1 The consent of the Borrower or any other person is not required for an assignment of any of its rights or transfer by novation of any of its rights and obligations by a Lender. 24.2.2 (a) An assignment will only be effective on execution on: (i) receipt by the Agent and (whether in the Security Trustee Assignment Agreement or otherwise) of an Accession Undertaking delivered by written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and (ii) performance by the Agent and the Security Trustee of all “necessary "know your customer” " or other similar checks relating to any person that it requires to carry out under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Agent and the Security Trustee shall promptly notify to the Existing Lender and the New Lender. 24.2.3 (b) A transfer will only be effective if the procedure set out in Clause 24.5 23.5 (Procedure for transfer) is complied with. 24.2.4 (c) If: (ai) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (bii) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 14 12 (Tax gross-up and indemnities) or Clause 15 13 (Increased costsCosts), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.. This paragraph

Conditions of assignment or transfer. 24.2.1 (a) The consent of the Borrower or any other person Parent is not required for an assignment of any of its rights or transfer by novation an Existing Lender, unless the assignment or transfer is to another Lender or an Affiliate of any of its rights and obligations by a Lender. 24.2.2 An (b) The consent of the Parent to an assignment or transfer must not be unreasonably withheld or delayed. The Parent will only be effective on execution by the Agent and the Security Trustee of an Accession Undertaking delivered by the New Lender and performance by the Agent and the Security Trustee of all “know your customer” or other checks relating deemed to any person that it requires to carry out in relation to such assignment to a New Lender, the completion of which the Agent and the Security Trustee shall promptly notify to have given its consent five (5) Business Days after the Existing Lender and has requested it unless consent is expressly refused by the New LenderParent within that time. 24.2.3 A (c) The consent of the Parent to an assignment or transfer must not be withheld solely because the assignment or transfer may result in an increase to the Mandatory Cost. (d) An assignment or transfer will only be effective if the procedure set out in Clause 24.5 25.5 (Procedure for transfer) is complied with. 24.2.4 (e) If: (ai) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (bii) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 14 13 (Tax gross-up and indemnities) or Clause 15 14 (Increased costsCosts), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. This paragraph (c) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facilities.

Conditions of assignment or transfer. 24.2.1 The consent of the Borrower or any other person is not required for an assignment of any of its rights or transfer by novation of any of its rights and obligations by a Lender. 24.2.2 23.2.1 An assignment will only be effective on execution on: (a) receipt by the Agent and the Security Trustee of an Accession Undertaking delivered by written confirmation from the New Lender (in form and performance by the Agent and the Security Trustee of all “know your customer” or other checks relating to any person that it requires to carry out in relation to such assignment to a New Lender, the completion of which the Agent and the Security Trustee shall promptly notify substance satisfactory to the Existing Lender and Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender.; and 24.2.3 23.2.2 A transfer will only be effective if the procedure set out in Clause 24.5 23.5 (Procedure for transfer) is complied with. 24.2.4 23.2.3 If: (a) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (b) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 14 11 (Tax gross-up Gross Up and indemnitiesIndemnities) or Clause 15 12 (Increased costsCosts), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. 23.2.4 Each New Lender confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.

Conditions of assignment or transfer. 24.2.1 The consent of the Borrower or any other person is not required for an assignment of any of its rights or transfer by novation of any of its rights and obligations by a Lender. 24.2.2 An assignment will only be effective on execution by the Agent and the Security Trustee of an Accession Undertaking delivered by the New Lender and performance by the Agent and the Security Trustee of all “know your customer” or other checks relating to any person that it requires to carry out in relation to such assignment to a New Lender, the completion of which the Agent and the Security Trustee shall promptly notify to the Existing Lender and the New Lender. 24.2.3 (a) A transfer will only be effective if the procedure set out in Clause 24.5 25.4 (Procedure for transfer) is complied with. 24.2.4 (b) If: (ai) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (bii) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 14 12 (Tax gross-up and indemnities) or Clause 15 13 (Increased costsCosts), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. This paragraph (b) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facility. (c) Each New Lender, by executing the relevant Transfer Certificate, confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.

Conditions of assignment or transfer. 24.2.1 The consent of the Borrower or any other person is not required for an assignment of any of its rights or transfer by novation of any of its rights and obligations by a Lender. 24.2.2 (a) An assignment will only be effective on execution on: (i) receipt by the Agent and the Security Trustee of an Accession Undertaking delivered by written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and (ii) performance by the Agent and the Security Trustee of all “know your customer” or other checks relating to any person that it requires is required to carry out in relation to such assignment to a New Lender, the completion of which the Agent and the Security Trustee shall promptly notify to the Existing Lender and the New Lender. 24.2.3 (b) A transfer will only be effective if the procedure set out in Clause 24.5 22.5 (Procedure for transfer) is complied with. 24.2.4 (c) Subject to Clause 22.1 (Assignments and transfers by the Lenders), a Lender may assign any of its rights, or transfer by novation any of its rights and obligations, under either Facility or both Facilities. (d) If: (ai) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (bii) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 14 12 (Tax gross-up and indemnities) or Clause 15 13.1 (Increased costsCosts), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

Conditions of assignment or transfer. 24.2.1 The consent of the Borrower or any other person is not required for an assignment of any of its rights or transfer by novation of any of its rights and obligations by a Lender. 24.2.2 (a) An assignment will only be effective on execution on: (i) receipt by the Administrative Agent and the Security Trustee of an Accession Undertaking delivered by written confirmation from the New Lender (in form and substance satisfactory to each Agent) that the New Lender will assume the same obligations to the other Parties as it would have been under if it was an Original Lender; and (ii) performance by the Administrative Agent and the Security Trustee of all “know your customer” or other checks relating to any person that it requires is required to carry out in relation to such assignment to a New Lender, the completion of which the Administrative Agent and the Security Trustee shall promptly notify to the Existing Lender and the New Lender. 24.2.3 (b) A transfer will only be effective if the procedure set out in Clause 24.5 21.5 (Procedure for transfer) is complied with. 24.2.4 (c) If: (ai) a Lender assigns or transfers transfer any of its rights or obligations under the Finance Documents or changes its Facility Office; and (bii) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 14 12 (Tax gross-up and indemnities) or Clause 15 13 (Increased costsCosts), . then the New Lender or Lender acting through its new Facility Office is only entitled to receive received payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had has not occurred.

Conditions of assignment or transfer. 24.2.1 The consent of the Borrower or any other person is not required for an assignment of any of its rights or transfer by novation of any of its rights and obligations by a Lender. 24.2.2 (a) An assignment will or a transfer shall only be effective (i) on execution receipt by the Agent and the Security Trustee of an Accession Undertaking delivered by written confirmation from the New Lender (in form and performance by substance satisfactory to the Agent Agent) that the New Lender shall assume the same obligations to the other Finance Parties as it would have been under if it was an Existing Lender and (ii) on the Security Trustee New Lender’s payment of all “know your customer” or other checks relating a transfer fee of USD 5,000 to any person the Agent. (b) The part of Commitment that it requires is to carry out in relation to such assignment be transferred to a New Lender, Lender must be in the completion minimum amount of which the Agent and the Security Trustee shall promptly notify to the Existing Lender and the New LenderUSD 10,000,000. 24.2.3 (c) A transfer will only be effective if the procedure set out in Clause 24.5 25.4 (Procedure for transfer) is complied with. 24.2.4 (d) If: (ai) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (bii) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower or the Guarantor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 14 12 (Tax gross-up and indemnities) or Clause 15 13 (Increased costsCosts), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. This paragraph (d) shall not apply in respect of an assignment or transfer made in the ordinary course of the primary syndication of the Facility.

Conditions of assignment or transfer. 24.2.1 The consent of the Borrower or any other person is not required for an assignment of any of its rights or transfer by novation of any of its rights and obligations by a Lender. 24.2.2 (a) An assignment will only be effective on execution on: (i) receipt by the Agent and the Security Trustee of an Accession Undertaking delivered by written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties and the other Secured Parties as it would have been under if it was an Original Lender; and (ii) performance by the Agent and the Security Trustee of all necessary “know your customer” or other similar checks relating to any person that it requires to carry out under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Agent and the Security Trustee shall promptly notify to the Existing Lender and the New Lender. 24.2.3 (b) A transfer will only be effective if the procedure set out in Clause 24.5 21.5 (Procedure for transfer) is complied with. 24.2.4 (c) If: (ai) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (bii) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 14 12 (Tax gross-up and indemnities) or Clause 15 13 (Increased costs), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

Conditions of assignment or transfer. 24.2.1 The (a) No consent of the Borrower or any other person Company is not required for an assignment of any of its rights or transfer by novation of any of its rights and obligations by a Lendertransfer. 24.2.2 (b) An assignment will only be effective on execution on: (i) receipt by the Agent and the Security Trustee Agents of an Accession Undertaking delivered by written confirmation from the New Lender (in form and substance satisfactory to the Agents) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and (ii) performance by the Agent and the Security Trustee Agents of all “necessary know your customer” customer or other similar checks relating to any person that it requires to carry out under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Agent and the Security Trustee Agents shall promptly notify to the Existing Lender and the New Lender. 24.2.3 (c) A transfer will only be effective if the procedure set out in Clause clause 24.5 (Procedure for transfer) is complied with. 24.2.4 (d) If: (ai) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (bii) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower Company would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 14 clause 13 (Tax gross-up and indemnities) or Clause 15 clause 14 (Increased costsCosts), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

Conditions of assignment or transfer. 24.2.1 (a) The consent of the Borrower or any other person is not required for an assignment of any of its rights or transfer by novation of any of its rights and obligations by a Lender, unless the assignment is to a securitisation or funding vehicle where the Lender remains lender of record. 24.2.2 (b) The consent of the Borrower to an assignment or transfer must not be unreasonably withheld or delayed. The Borrower will be deemed to have given its consent five Business Days after the Lender has requested it unless consent is expressly refused by the Borrower within that time. (c) An assignment will only be effective on execution receipt by the Agent and the Security Trustee of an Accession Undertaking delivered by written confirmation from the New Lender (in form and performance by the Agent and the Security Trustee of all “know your customer” or other checks relating to any person that it requires to carry out in relation to such assignment to a New Lender, the completion of which the Agent and the Security Trustee shall promptly notify substance satisfactory to the Existing Lender and Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an original Party to this Agreement as a Lender. 24.2.3 (d) A transfer will only be effective if the procedure set out in Clause 24.5 (Procedure for transfer) is complied with. 24.2.4 (e) If: (ai) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (bii) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 14 13 (Tax gross-up and indemnities) or Clause 15 14 (Increased costs)Costs) of this Agreement, then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

Conditions of assignment or transfer. 24.2.1 The consent of the Borrower or any other person is not required for an assignment of any of its rights or transfer by novation of any of its rights and obligations by a Lender. 24.2.2 An assignment will only be effective on execution on: (a) receipt by the Agent and (whether in the Security Trustee Assignment Agreement or otherwise) of an Accession Undertaking delivered by written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender; and (b) performance by the Agent and the Security Trustee of all necessary “know your customer” or other similar checks relating to any person that it requires to carry out under all applicable laws and regulations in relation to such assignment to a New Lender, the completion of which the Agent and the Security Trustee shall promptly notify to the Existing Lender and the New Lender. 24.2.3 24.2.2 A transfer will only be effective if the procedure set out in Clause 24.5 (Procedure for transfer) is complied with. 24.2.4 24.2.3 If: (a) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (b) as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 14 12 (Tax gross-up Gross Up and indemnitiesIndemnities) or Clause 15 13 (Increased costsCosts), then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred. 24.2.4 Each New Lender confirms, for the avoidance of doubt, that the Agent has authority to execute on its behalf any amendment or waiver that has been approved by or on behalf of the requisite Lender or Lenders in accordance with this Agreement on or prior to the date on which the transfer or assignment becomes effective in accordance with this Agreement and that it is bound by that decision to the same extent as the Existing Lender would have been had it remained a Lender.