UK Register; UK Notes Sample Clauses

UK Register; UK Notes. (a) Each UK Lender shall maintain in accordance with its usual practice an account or accounts evidencing the Indebtedness of the UK Borrower to such UK Lender resulting from each UK Loan made by such UK Lender, including the amounts of principal and interest payable and paid to such UK Lender from time to time hereunder. In the case of a UK Lender that does not request, pursuant to paragraph (b)(ii) below, execution and delivery of a Note evidencing the UK Loans made by such UK Lender to the UK Borrower, such account or accounts shall, to the extent not inconsistent with the notations made by the UK Agent in the UK Register, be conclusive and binding on the UK Borrower absent manifest error; provided, however, that the failure of any UK Lender to maintain such account or accounts shall not limit or otherwise affect any Obligations of the UK Borrower or any other Obligor. (b) The UK Borrower hereby designates the UK Agent to serve as the UK Borrower's agent, solely for the purpose of this clause (b), to maintain a register (the "UK Register") on which the UK Agent will record each UK Lender's UK Commitment, the UK Loans made by each UK Lender and each repayment in respect of the principal amount of the UK Loans of each UK Lender and annexed to which the UK Agent shall retain a copy of each Lender Assignment Agreement delivered to the UK Agent pursuant to Section 12.11.1. Failure to make any recordation, or any error in such recordation, shall not affect the UK Borrower's obligation in respect of such UK Loans. The entries in the UK Register shall be conclusive, in the absence of manifest error, and the UK Borrower, the UK Agent and the UK Lenders shall treat each Person in whose name a UK Loan (and as provided in clause (ii) the Note evidencing such UK Loan, if any) is registered as the owner thereof for all purposes of this Agreement, notwithstanding notice or any provision herein to the contrary. A UK Lender's UK Commitment and the UK Loans made pursuant thereto may be assigned or otherwise transferred in whole or in part only by registration of such assignment or transfer in the UK Register. Any assignment or transfer of a UK Lender's UK Commitment or the UK Loans made pursuant thereto shall be registered in the UK Register only upon delivery to the UK Agent of a Lender Assignment Agreement duly executed by the assignor thereof No assignment or transfer of a UK Lender's UK Commitment or the UK Loans made pursuant thereto shall be effective unless such a...