FROM TIME TO TIME ELECT TO
DESIGNATE AN ELIGIBLE DESIGNEE TO PROVIDE ALL OR ANY PART OF THE REVOLVING LOANS
TO BE MADE BY SUCH LENDER PURSUANT TO THIS AGREEMENT; PROVIDED THAT THE
DESIGNATION OF AN ELIGIBLE DESIGNEE BY ANY LENDER FOR PURPOSES OF THIS SECTION
12.1.2 SHALL BE SUBJECT TO THE APPROVAL OF THE AGENT (WHICH CONSENT SHALL NOT BE
UNREASONABLY WITHHELD OR DELAYED).
UPON THE EXECUTION BY THE PARTIES TO EACH
SUCH DESIGNATION OF AN AGREEMENT IN THE FORM OF EXHIBIT E HERETO (A "DESIGNATION
AGREEMENT") AND THE ACCEPTANCE THEREOF BY THE AGENT, THE ELIGIBLE DESIGNEE SHALL
BECOME A DESIGNATED LENDER FOR PURPOSES OF THIS AGREEMENT.
THE DESIGNATING
LENDER SHALL THEREAFTER HAVE THE RIGHT TO PERMIT THE DESIGNATED LENDER TO
PROVIDE ALL OR A PORTION OF THE REVOLVING LOANS TO BE
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MADE BY THE DESIGNATING LENDER PURSUANT TO THE TERMS OF THIS AGREEMENT AND THE
MAKING OF THE REVOLVING LOANS OR PORTION THEREOF SHALL SATISFY THE OBLIGATIONS
OF THE DESIGNATING LENDER TO THE SAME EXTENT, AND AS IF, SUCH REVOLVING LOAN WAS
MADE BY THE DESIGNATING LENDER.
AS TO ANY REVOLVING LOAN MADE BY IT, EACH
DESIGNATED LENDER SHALL HAVE ALL THE RIGHTS A LENDER MAKING SUCH REVOLVING LOAN
WOULD HAVE UNDER THIS AGREEMENT AND OTHERWISE; PROVIDED, (X) THAT ALL VOTING
RIGHTS UNDER THIS AGREEMENT SHALL BE EXERCISED SOLELY BY THE DESIGNATING LENDER,
(Y) EACH DESIGNATING LENDER SHALL REMAIN SOLELY RESPONSIBLE TO THE OTHER PARTIES
HERETO FOR ITS OBLIGATIONS UNDER THIS AGREEMENT, INCLUDING THE OBLIGATIONS OF A
LENDER IN RESPECT OF REVOLVING LOANS MADE BY ITS DESIGNATED LENDER AND (Z) NO
DESIGNATED LENDER SHALL BE ENTITLED TO REIMBURSEMENT UNDER ARTICLE III HEREOF
FOR ANY AMOUNT WHICH WOULD EXCEED THE AMOUNT THAT WOULD HAVE BEEN PAYABLE BY THE
BORROWER TO THE LENDER FROM WHICH THE DESIGNATED LENDER OBTAINED ANY INTERESTS
HEREUNDER.
NO ADDITIONAL NOTES SHALL BE REQUIRED WITH RESPECT TO REVOLVING
LOANS PROVIDED BY A DESIGNATED LENDER; PROVIDED, HOWEVER, TO THE EXTENT ANY
DESIGNATED LENDER SHALL ADVANCE FUNDS, THE DESIGNATING LENDER SHALL BE DEEMED TO
HOLD THE NOTES IN ITS POSSESSION AS AN AGENT FOR SUCH DESIGNATED LENDER TO THE
EXTENT OF THE REVOLVING LOAN FUNDED BY SUCH DESIGNATED LENDER.
SUCH DESIGNATING
LENDER SHALL ACT AS ADMINISTRATIVE AGENT FOR ITS DESIGNATED LENDER AND GIVE AND
RECEIVE NOTICES AND COMMUNICATIONS HEREUNDER.
ANY PAYMENTS FOR THE ACCOUNT OF
ANY DESIGNATED LENDER SHALL BE PAID TO ITS DESIGNATING LENDER AS ADMINISTRATIVE
AGENT FOR SUCH DESIGNATED LENDER AND NEITHER THE BORROWER NOR THE AGENT SHALL BE
RESPONSIBLE FOR ANY DESIGNATING LENDER'S APPLICATION OF SUCH PAYMENTS.
IN
ADDITION, ANY DESIGNATED LENDER MAY (1) WITH NOTICE TO, BUT WITHOUT THE CONSENT
OF THE BORROWER OR THE AGENT, ASSIGN ALL OR PORTIONS OF ITS INTERESTS IN ANY
REVOLVING LOANS TO ITS DESIGNATING LENDER OR TO ANY FINANCIAL INSTITUTION
CONSENTED TO BY THE AGENT AND, SO LONG AS NO DEFAULT SHALL BE CONTINUING, THE
BORROWER, PROVIDING LIQUIDITY AND/OR CREDIT FACILITIES TO OR FOR THE ACCOUNT OF
SUCH DESIGNATED LENDER AND (2) SUBJECT TO ADVISING ANY