OR AS OF THE EFFECTIVE DATE
THEREOF, RECORD THE INFORMATION CONTAINED THEREIN IN THE REGISTER AND (III) GIVE
NOTICE THEREOF TO THE COMPANY AND THE LENDERS. IF REQUESTED BY OR ON BEHALF OF
THE ASSIGNEE, EACH APPLICABLE BORROWER, AT ITS OWN EXPENSE, WILL EXECUTE AND
DELIVER TO THE ADMINISTRATIVE AGENT A NEW NOTE OR NOTES TO THE ORDER OF THE
ASSIGNEE (AND, IF THE ASSIGNING LENDER HAS RETAINED ANY PORTION OF ITS RIGHTS
AND OBLIGATIONS HEREUNDER, TO THE ORDER OF THE ASSIGNING LENDER), PREPARED IN
ACCORDANCE WITH THE APPLICABLE PROVISIONS OF SECTION 2.4 AS NECESSARY TO
REFLECT, AFTER GIVING EFFECT TO THE ASSIGNMENT, THE COMMITMENTS AND/OR
OUTSTANDING LOANS, AS THE CASE MAY BE, OF THE ASSIGNEE AND (TO THE EXTENT OF ANY
RETAINED INTERESTS) THE ASSIGNING LENDER, IN SUBSTANTIALLY THE FORM OF
EXHIBITS A-1, A-2 AND/OR A-3, AS APPLICABLE. THE ADMINISTRATIVE AGENT WILL
RETURN CANCELED NOTES TO EACH APPLICABLE BORROWER. AT THE TIME OF EACH
ASSIGNMENT PURSUANT TO THIS SECTION 11.7 TO A PERSON THAT IS A NON-U.S. LENDER
AND IS NOT ALREADY A LENDER HEREUNDER, THE ASSIGNEE LENDER SHALL PROVIDE TO THE
COMPANY AND THE ADMINISTRATIVE AGENT THE APPROPRIATE INTERNAL REVENUE SERVICE
FORMS DESCRIBED IN SECTION 2.17.
(D)
EACH LENDER MAY, WITHOUT THE CONSENT OF ANY BORROWER, THE
ADMINISTRATIVE AGENT OR ANY OTHER LENDER, SELL TO ONE OR MORE OTHER PERSONS
(EACH, A "PARTICIPANT") PARTICIPATIONS IN ALL OR A PORTION OF ITS RIGHTS AND
OBLIGATIONS UNDER THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, ALL OR A
PORTION OF ITS COMMITMENTS, THE OUTSTANDING LOANS MADE BY IT AND ITS
PARTICIPATIONS IN LETTERS OF CREDIT); PROVIDED, HOWEVER, THAT (I) SUCH LENDER'S
OBLIGATIONS UNDER THIS AGREEMENT SHALL REMAIN UNCHANGED AND SUCH LENDER SHALL
REMAIN SOLELY RESPONSIBLE FOR THE PERFORMANCE OF
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SUCH OBLIGATIONS, (II) THE BORROWERS, THE ADMINISTRATIVE AGENT AND THE OTHER
LENDERS SHALL CONTINUE TO DEAL SOLELY AND DIRECTLY WITH SUCH LENDER IN
CONNECTION WITH SUCH LENDER'S RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT, AND
NO LENDER SHALL PERMIT ANY PARTICIPANT TO HAVE ANY VOTING RIGHTS OR ANY RIGHT TO
CONTROL THE VOTE OF SUCH LENDER WITH RESPECT TO ANY AMENDMENT, MODIFICATION,
WAIVER, CONSENT OR OTHER ACTION HEREUNDER OR UNDER ANY OTHER CREDIT DOCUMENT
(EXCEPT AS TO ACTIONS DESCRIBED IN SECTION 11.6(A) AND CLAUSES (I) AND (II) OF
SECTION 11.6(B) THAT AFFECT SUCH PARTICIPANT OR THE LENDER SELLING THE
PARTICIPATION), AND (III) NO PARTICIPANT SHALL HAVE ANY RIGHTS UNDER THIS
AGREEMENT OR ANY OF THE OTHER CREDIT DOCUMENTS, EACH PARTICIPANT'S RIGHTS
AGAINST THE GRANTING LENDER IN RESPECT OF ANY PARTICIPATION TO BE THOSE SET
FORTH IN THE PARTICIPATION AGREEMENT, AND ALL AMOUNTS PAYABLE BY THE BORROWERS
HEREUNDER SHALL BE DETERMINED AS IF SUCH LENDER HAD NOT GRANTED SUCH
PARTICIPATION. NOTWITHSTANDING THE FOREGOING, EACH PARTICIPANT SHALL HAVE THE
RIGHTS OF A LENDER FOR PURPOSES OF SECTIONS 2.16(A), 2.16(B), 2.17, 2.18 AND
9.3, AND SHALL BE ENTITLED TO THE BENEFITS THERETO, TO THE EXTENT THAT THE
LENDER GRANTING SUCH PARTICIPATION WOULD BE ENTITLED TO SUCH BENEFITS IF THE
PARTICIPATION HAD NOT BEEN MADE, PROVIDED THAT