Transfers and Changes in Lending Offices. 24.1 The Borrower may not, without the consent of the Lender: (a) transfer any of its rights or obligations under any Finance Document; or (b) enter into any merger, de-merger or other reorganization, or carry out any other act, as a result of which any of its rights or liabilities would vest in, or pass to, another person, 49 24.2 Subject to Clauses 24.4, a Lender (the "Transferor Lender") may at any time at its sole cost and expense, with the consent of the Borrower (such consent not to be unreasonably withheld and not to be required in the case of a transfer to a subsidiary or the parent company of the Transferor Lender or to another subsidiary of its parent company), cause: (a) its rights in respect of all or part of the Loan; or (b) its obligations to advance all or part of the Loan; or (c) a combination of (a) and (b); to be (in the case of its rights) transferred to, or (in the case of its obligations) assumed by, another bank or financial institution (a "Transferee Lender") by delivering to the Security Trustee a completed certificate in the form set out in Schedule 3 with any modifications approved or required by the Security Trustee (a "Transfer Certificate") executed by the Transferor Lender and the Transferee Lender. 24.3 As soon as reasonably practicable after a Transfer Certificate is delivered to the Security Trustee, it shall (unless it has reason to believe that the Transfer Certificate may be defective): (a) sign the Transfer Certificate on behalf of itself, the Borrower and each Security Party; (b) on behalf of the Transferee Lender, send to the Borrower and each Security Party letters or faxes notifying them of the Transfer Certificate and attaching a copy of it; (c) send to the Transferee Lender copies of the letters or faxes sent under paragraph (b) above. 24.4 A Transfer Certificate becomes effective on the date, if any, specified in the Transfer Certificate as its effective date, provided that it is signed by the Security Trustee under Clause 24.3 on or before that date. 50 24.5 No assignment or transfer of any right or obligation of a Lender under any Finance Document is binding on, or effective in relation to, the Borrower, any Security Party or the Security Trustee unless it is effected, evidenced or perfected by a Transfer Certificate. 24.6 However, if a Lender enters into any merger, de-merger or other reorganization as a result of which all its rights or obligations vest in another person (the "successor"), the Security Trustee may, if it sees fit, by notice to the successor and the Borrower waive the need for the execution and delivery of a Transfer Certificate; and, upon service of the Security Trustee's notice, the successor shall become a Lender with the same obligations and rights as were held by the predecessor Lender. 24.7 A Transfer Certificate takes effect in accordance with English law as follows:- (a) to the extent specified in the Transfer Certificate, all rights and interests (present, future or contingent) which the Transferor Lender has under or by virtue of the Finance Documents are assigned to the Transferee Lender absolutely, free of any defects in the Transferor Lender's title and of any rights or equities which the Borrower or any Security Party had against the Transferor Lender; (b) the Transferor Lender's obligations are discharged to the extent specified in the Transfer Certificate; (c) the Transferee Lender becomes a Lender with the obligations previously held by the Transferor Lender specified in the Transfer Certificate; (d) the Transferee Lender becomes bound by all the provisions of the Finance Documents which are applicable to the Lenders generally, including those about the exclusion of liability on the part of, and the indemnification of, the Security Trustee and, to the extent that the Transferee Lender becomes bound by those provisions (other than those relating to exclusion of liability), the Transferor Lender ceases to be bound by them; (e) an Advance or part of an Advance which the Transferee Lender makes after the Transfer Certificate's effective date ranks in point of priority and security in the same way as it would have ranked had it been made by the transferor, assuming that any defects in the transferor's title and any rights or equities of the Borrower or any Security Party against the Transferor Lender had not existed; and (f) the Transferee Lender becomes entitled to all the rights under the Finance Documents which are applicable to the Lenders generally and to the extent that the Transferee Lender becomes entitled to such rights, the Transferor Lender ceases to be entitled to them. The rights and equities of the Borrower or any Security Party referred to above include, but are not limited to, any right of set off and any other kind of cross-claim. 24.8 The Borrower irrevocably authorizes the Security Trustee to sign Transfer Certificates on its behalf. 24.9 The Lender may sub-participate all or any part of its rights and/or obligations under or in connection with the Finance Documents without the consent of, or any notice to, the Borrower, any Security Party or the Security Trustee. 24.10 The Lender may disclose to a potential transferee or sub-participant any information which the Lender has received in relation to the Borrower, any Security Party or their affairs under or in connection with any Finance Document, unless the information is clearly of a confidential nature. 24.11 The Lender may change its lending office by giving notice to the Borrower and the change shall become effective on the later of: (a) the date on which the Borrower receives the notice; and 52 (b) the date, if any, specified in the notice as the date on which the change will come into effect. 24.12 If at the time of any transfer or chance of lending office by the Lender, circumstances exist which would oblige the Borrower to pay to the Transferee Lender or the Lender under Clauses 19, 20 or 21 any sum in excess of the sum (if any) which it would have been obliged to pay to the Lender under the relevant Clause in the absence of that transfer or change of lending office the Borrower shall not be obliged to pay that excess.
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Transfers and Changes in Lending Offices. 24.1 The Borrower may not, without the consent of the Lender:
(a) transfer any of its rights or obligations under any Finance Document; or
(b) enter into any merger, de-merger or other reorganizationreorganisation, or carry out any other act, as a result of which any of its rights or liabilities would vest in, or pass to, another person, 49.
24.2 Subject to Clauses 24.4, a Lender (the "Transferor Lender") may at any time at its sole cost and expense, with the consent of the Borrower (such consent not to be unreasonably withheld and not to be required in the case of a transfer to a subsidiary or the parent company of the Transferor Lender or to another subsidiary of its parent company), cause:
(a) its rights in respect of all or part of the Loan; or
(b) its obligations to advance all or part of the Loan; or
(c) a combination of (a) and (b); to be (in the case of its rights) transferred to, or (in the case of its obligations) assumed by, another bank or financial institution (a "Transferee Lender") by delivering to the Security Trustee a completed certificate in the form set out in Schedule 3 with any modifications approved or required by the Security Trustee (a "Transfer Certificate") executed by the Transferor Lender and the Transferee Lender.;
24.3 As soon as reasonably practicable after a Transfer Certificate is delivered to the Security Trustee, it shall (unless it has reason to believe that the Transfer Certificate may be defective):
(a) sign the Transfer Certificate on behalf of itself, the Borrower and each Security Party;
(b) on behalf of the Transferee Lender, send to the Borrower and each Security Party letters or faxes notifying them of the Transfer Certificate and attaching a copy of it;
(c) send to the Transferee Lender copies of the letters or faxes sent under paragraph (b) above.
24.4 A Transfer Certificate becomes effective on the date, if any, specified in the Transfer Certificate as its effective date, provided that it is signed by the Security Trustee under Clause 24.3 on or before that date. 50.
24.5 No assignment or transfer of any right or obligation of a Lender under any Finance Document is binding on, or effective in relation to, the Borrower, any Security Party or the Security Trustee unless it is effected, evidenced or perfected by a Transfer Certificate.
24.6 However, if a Lender enters into any merger, de-merger or other reorganization reorganisation as a result of which all its rights or obligations vest in another person (the "successor"), the Security Trustee may, if it sees fit, by notice to the successor and the Borrower waive the need for the execution and delivery of a Transfer Certificate; and, upon service of the Security Trustee's notice, the successor shall become a Lender with the same obligations and rights as were held by the predecessor Lender.
24.7 A Transfer Certificate takes effect in accordance with English law as follows:-follows:
(a) to the extent specified in the Transfer Certificate, all rights and interests (present, future or contingent) which the Transferor Lender has under or by virtue of the Finance Documents are assigned to the Transferee Lender absolutely, free of any defects in the Transferor Lender's title and of any rights or equities which the Borrower or any Security Party had against the Transferor Lender;
(b) the Transferor Lender's obligations are discharged to the extent specified in the Transfer Certificate;
(c) the Transferee Lender becomes a Lender with the obligations previously held by the Transferor Lender specified in the Transfer Certificate;
(d) the Transferee Lender becomes bound by all the provisions of the Finance Documents which are applicable to the Lenders generally, including those about the exclusion of liability on the part of, and the indemnification of, the Security Trustee and, to the extent that the Transferee Lender becomes bound by those provisions (other than those relating to exclusion of liability), the Transferor Lender ceases to be bound by them;
; (e) an Advance or part of an Advance which the Transferee Lender makes after the Transfer Certificate's effective date ranks in point of priority and security in the same way as it would have ranked had it been made by the transferor, assuming that any defects in the transferor's title and any rights or equities of the Borrower or any Security Party against the Transferor Lender had not existed; and
(f) the Transferee Lender becomes entitled to all the rights under the Finance Documents which are applicable to the Lenders generally and to the extent that the Transferee Lender becomes entitled to such rights, the Transferor Lender ceases to be entitled to them. The rights and equities of the Borrower or any Security Party referred to above include, but are not limited to, any right of set off and any other kind of cross-claim.
24.8 The Borrower irrevocably authorizes the Security Trustee to sign Transfer Certificates on its behalf.
24.9 The Lender may sub-participate all or any part of its rights and/or obligations under or in connection with the Finance Documents without the consent of, or any notice to, the Borrower, any Security Party or the Security Trustee.
24.10 The Lender may disclose to a potential transferee or sub-participant any information which the Lender has received in relation to the Borrower, any Security Party or their affairs under or in connection with any Finance Document, unless the information is clearly of a confidential nature.
24.11 The Lender may change its lending office by giving notice to the Borrower and the change shall become effective on the later of:
(a) the date on which the Borrower receives the notice; and 52
(b) the date, if any, specified in the notice as the date on which the change will come into effect.
24.12 If at the time of any transfer or chance of lending office by the Lender, circumstances exist which would oblige the Borrower to pay to the Transferee Lender or the Lender under Clauses 19, 20 or 21 any sum in excess of the sum (if any) which it would have been obliged to pay to the Lender under the relevant Clause in the absence of that transfer or change of lending office the Borrower shall not be obliged to pay that excess.
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