No Assignment or Delegation No party may assign any right or delegate any obligation hereunder, including by merger, consolidation, operation of law, or otherwise, without the written consent of the other party. Any purported assignment or delegation without such consent shall be void, in addition to constituting a material breach of this Agreement.
Conditions of assignment or transfer (a) The consent of the Borrowers shall be required for a transfer by an Existing Lender of any of its obligations under the Finance Documents in respect of its Available Commitment unless the transfer is to another Lender or an Affiliate of a Lender. (b) The consent of the Borrowers to a transfer must not be unreasonably withheld or delayed. The Borrowers will be deemed to have given their consent 5 Business Days after the Existing Lender has requested it unless consent is expressly refused by the Borrowers within that time. (c) An assignment will only be effective on: (i) receipt by the Agent of 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) notification that such assignment is effective by the Agent to the Existing Lender and the New Lender, provided that the Agent shall not give such notification unless the Agent is satisfied that it has completed all "know your customer" and other similar procedures relating to any person that each of them is required to carry out (or deems desirable) in relation to such assignment to a New Lender. The Agent shall promptly notify the Agent upon its being so satisfied. (d) A transfer will only be effective if the procedure set out in Clause 24.5 (Procedure for transfer) is complied with. (e) If: (i) a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and (ii) as a result of circumstances existing at the date the assignment, transfer or change occurs, an Obligor would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 (Tax gross-up and indemnities) or Clause 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.