HOLDERS OF THE
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LOANS, THE TRANSFERS OF THE LOANS AND THE NAMES AND ADDRESSES OF THE TRANSFEREES
OF THE LOANS. EACH LENDER, TO THE EXTENT SUCH LENDER SELLS PARTICIPATIONS TO ANY
PERSON IN ALL OR A PORTION OF SUCH LENDER'S RIGHTS AND/OR OBLIGATIONS UNDER THIS
AGREEMENT BUT REMAINS SOLELY RESPONSIBLE TO THE OTHER PARTIES HERETO FOR THE
PERFORMANCE OF SUCH LENDER'S OBLIGATIONS, SHALL MAINTAIN A REGISTER (THE
PARTICIPANT 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 LOANS OR OTHER OBLIGATIONS UNDER THE FINANCE
DOCUMENTS. THE ENTRIES IN THE US REGISTER AND THE PARTICIPANT REGISTER SHALL BE
CONCLUSIVE ABSENT MANIFEST ERROR.
(B)
A BORROWER AND ANY LENDER (AS TO ITS OWN LOANS) SHALL BE PROVIDED
REASONABLE OPPORTUNITIES TO INSPECT THE US REGISTER FROM TIME TO TIME UPON
REASONABLE PRIOR NOTICE. NO 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 US TREASURY REGULATIONS (OR
ANY SUCCESSOR REGULATIONS).
(C)
A BORROWER SHALL TREAT ANY REGISTERED HOLDER AS THE ABSOLUTE OWNER OF
ANY LOANS HELD BY SUCH HOLDER, AS INDICATED IN THE US REGISTER, FOR THE PURPOSE
OF RECEIVING PAYMENT OF ALL AMOUNTS PAYABLE WITH RESPECT TO SUCH LOANS AND FOR
ALL OTHER PURPOSES.
EACH 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.
(D)
SOLELY FOR THE PURPOSES OF THIS CLAUSE 15.2 AND FOR US FEDERAL INCOME
TAX PURPOSES, THE AGENT AND EACH LENDER SHALL BE THE BORROWER'S NON-FIDUCIARY
AGENT FOR PURPOSES OF MAINTAINING THE US REGISTER AND THE PARTICIPANT REGISTER.
(E)
THIS CLAUSE 15.2 SHALL BE CONSTRUED SO THAT THE LOANS ARE AT ALL TIMES
MAINTAINED IN "REGISTERED FORM" MEANING:
(I)
THE LOANS ARE REGISTERED OBLIGATIONS AND THE RIGHT, TITLE AND INTEREST
OF EACH LENDER AND ITS ASSIGNEES OR PARTICIPANTS IN AND TO SUCH LOANS, SHALL BE
TRANSFERABLE ONLY UPON NOTATION OF SUCH TRANSFER IN THE US REGISTER OR THE
PARTICIPANT REGISTER; AND
(II)
THE RIGHT TO PRINCIPAL AND INTEREST IS TRANSFERABLE ONLY THROUGH AN
ENTRY ON THE BOOKS OF THE OBLIGATION'S LENDER OR AGENT.
15.3
US REPRESENTATIONS
(A)
IF A LENDER IS A US PERSON, THAT LENDER WARRANTS, REPRESENTS AND
UNDERTAKES TO A BORROWER THAT AT ALL TIMES IT IS, AND (EXCEPT SOLELY AS A RESULT
OF A CHANGE IN LAW OF THE TYPE DESCRIBED IN CLAUSE 16 (INCREASED COSTS)) SHALL
BE, A "UNITED STATES PERSON" FOR US FEDERAL WITHHOLDING TAX PURPOSES.
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(B)
THE WARRANTIES, REPRESENTATIONS AND UNDERTAKINGS IN