Common use of Changes to the Lender Clause in Contracts

Changes to the Lender. 19.1 Prior to the termination of the Acquisition Agreement, the Lender may not assign any of its rights and/or novate any of its obligations under the Finance Documents, other than with the prior written consent of W3C. 19.2 On and from the termination of the Acquisition Agreement, the Lender may assign all or any of its rights and/or novate any of its obligations under the Finance Documents without the prior written consent of W3C (provided that (x) no such assignment or novation may be made to a person (i) whose principal business is in direct competition with W3C or any member of the Group, (ii) who is a supplier of W3C or any member of the Group or (iii) is a customer of W3C or any member of the Group and (y) (i) such assignee shall deliver to W3C an Internal Revenue Service Form W-9 of such assignee, duly executed by such assignee or (ii) the parties hereto shall have amended this agreement to include standard US withholding tax provisions). Notwithstanding anything to the contrary in this Agreement, no assignment, novation, or other transfer of rights pursuant to this Clause 19.2 shall be valid unless registered as provided in Clause 19.3, and any such invalid transfer shall be void ab initio. 19.3 The Lender, acting solely for this purpose as a non-fiduciary agent of the Obligors, shall maintain at one of its offices a register for the recordation of the names and addresses of any assignee pursuant to Clause 19.2 (an “Assignee Lender”), and the commitments of, and principal amounts (and stated interest) of the Loan owing to, each Assignee Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Obligors and the Lender shall treat each Assignee Lender as a lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Obligors at any reasonable time and from time to time upon reasonable prior notice. If the Lender sells a participation, the Lender shall, acting solely for this purpose as a non-fiduciary agent of the Obligors, maintain a register on which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s interest in the Loan or other obligations under the Finance Documents (the “Participant Register”); provided that no Lender or Assignee Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any participant or any information relating to a participant’s interest in any commitments, loans, letters of credit or its other obligations under any Finance Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment, loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations and Section 1.163-5(b) of the Proposed United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and such lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.