SUCH LENDER
HAD NOT SOLD SUCH PARTICIPATION AND SHALL BE PAID DIRECTLY TO SUCH LENDER.
NO
PARTICIPANT SHALL HAVE ANY DIRECT OR INDIRECT VOTING RIGHTS HEREUNDER EXCEPT
WITH RESPECT TO ANY EVENT DESCRIBED IN SECTION 15.1 EXPRESSLY REQUIRING THE
UNANIMOUS VOTE OF ALL LENDERS OR, AS APPLICABLE, ALL AFFECTED LENDERS.
EACH
LENDER AGREES TO INCORPORATE THE REQUIREMENTS OF THE PRECEDING SENTENCE INTO
EACH PARTICIPATION AGREEMENT WHICH SUCH LENDER ENTERS INTO WITH ANY
PARTICIPANT.
THE COMPANY AGREES THAT IF AMOUNTS OUTSTANDING
65
UNDER THIS AGREEMENT ARE DUE AND PAYABLE (AS A RESULT OF ACCELERATION OR
OTHERWISE), EACH PARTICIPANT SHALL BE DEEMED TO HAVE THE RIGHT OF SET-OFF IN
RESPECT OF ITS PARTICIPATING INTEREST IN AMOUNTS OWING UNDER THIS AGREEMENT AND
WITH RESPECT TO ANY LETTER OF CREDIT TO THE SAME EXTENT AS IF THE AMOUNT OF ITS
PARTICIPATING INTEREST WERE OWING DIRECTLY TO IT AS A LENDER UNDER THIS
AGREEMENT; PROVIDED THAT SUCH RIGHT OF SET-OFF SHALL BE SUBJECT TO THE
OBLIGATION OF EACH PARTICIPANT TO SHARE WITH THE LENDERS, AND THE LENDERS AGREE
TO SHARE WITH EACH PARTICIPANT, AS PROVIDED IN SECTION 7.5.
THE COMPANY ALSO
AGREES THAT EACH PARTICIPANT SHALL BE ENTITLED TO THE BENEFITS OF SECTION 7.6 OR
8 AS IF IT WERE A LENDER (PROVIDED THAT ON THE DATE OF THE PARTICIPATION NO
PARTICIPANT SHALL BE ENTITLED TO ANY GREATER COMPENSATION PURSUANT TO SECTION
7.6 OR 8 THAN WOULD HAVE BEEN PAID TO THE PARTICIPATING LENDER ON SUCH DATE IF
NO PARTICIPATION HAD BEEN SOLD AND THAT EACH PARTICIPANT COMPLIES WITH SECTION
7.6(D) AS IF IT WERE AN ASSIGNEE).
15.7
REGISTER.
THE ADMINISTRATIVE AGENT SHALL MAINTAIN A COPY OF EACH
ASSIGNMENT AGREEMENT DELIVERED AND ACCEPTED BY IT AND REGISTER (THE "REGISTER")
FOR THE RECORDATION OF NAMES AND ADDRESSES OF THE LENDERS AND THE COMMITMENT OF
EACH LENDER FROM TIME TO TIME AND WHETHER SUCH LENDER IS THE ORIGINAL LENDER OR
THE ASSIGNEE.
NO ASSIGNMENT SHALL BE EFFECTIVE UNLESS AND UNTIL THE ASSIGNMENT
AGREEMENT IS ACCEPTED AND REGISTERED IN THE REGISTER. ALL RECORDS OF TRANSFER OF
A LENDER'S INTEREST IN THE REGISTER SHALL BE CONCLUSIVE, ABSENT MANIFEST ERROR,
AS TO THE OWNERSHIP OF THE INTERESTS IN THE LOANS. THE ADMINISTRATIVE AGENT
SHALL NOT INCUR ANY LIABILITY OF ANY KIND WITH RESPECT TO ANY LENDER WITH
RESPECT TO THE MAINTENANCE OF THE REGISTER.
15.8
GOVERNING LAW.
THIS AGREEMENT AND EACH NOTE SHALL BE A CONTRACT
MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF ILLINOIS APPLICABLE
TO CONTRACTS MADE AND TO BE PERFORMED ENTIRELY WITHIN SUCH STATE, WITHOUT REGARD
TO CONFLICT OF LAWS PRINCIPLES.
15.9
CONFIDENTIALITY.
AS REQUIRED BY FEDERAL LAW AND THE ADMINISTRATIVE
AGENT'S POLICIES AND PRACTICES, THE ADMINISTRATIVE AGENT MAY NEED TO OBTAIN,
VERIFY, AND RECORD CERTAIN CUSTOMER IDENTIFICATION INFORMATION AND DOCUMENTATION
IN CONNECTION WITH OPENING OR MAINTAINING ACCOUNTS, OR ESTABLISHING OR
CONTINUING TO PROVIDE SERVICES.
THE ADMINISTRATIVE AGENT AND EACH LENDER AGREE
TO USE COMMERCIALLY REASONABLE EFFORTS (EQUIVALENT TO THE EFFORTS THE
ADMINISTRATIVE AGENT OR SUCH LENDER APPLIES TO MAINTAIN THE CONFIDENTIALITY