UNREASONABLY WITHHELD OR DELAYED).
UPON THE EXECUTION BY THE PARTIES TO EACH
SUCH DESIGNATION OF AN AGREEMENT IN THE FORM OF EXHIBIT L HERETO (A "DESIGNATION
AGREEMENT") AND THE ACCEPTANCE THEREOF BY THE ADMINISTRATIVE 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 LOANS TO BE MADE BY THE DESIGNATING
LENDER PURSUANT TO THE TERMS OF THIS AGREEMENT AND THE MAKING OF THE LOANS OR
PORTION THEREOF SHALL SATISFY THE OBLIGATIONS OF THE DESIGNATING LENDER TO THE
SAME EXTENT, AND AS IF, SUCH LOAN WAS MADE BY THE DESIGNATING LENDER.
AS TO ANY
LOAN MADE BY IT, EACH DESIGNATED LENDER SHALL HAVE ALL THE RIGHTS A LENDER
MAKING SUCH 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 LOANS MADE BY ITS DESIGNATED LENDER
AND (Z) NO DESIGNATED LENDER SHALL BE ENTITLED TO REIMBURSEMENT UNDER ARTICLE IV
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 PROMISSORY NOTES SHALL BE REQUIRED TO BE
ISSUED HEREUNDER WITH RESPECT TO 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 PROMISSORY NOTES ISSUED HEREUNDER
IN ITS POSSESSION AS AN ADMINISTRATIVE AGENT FOR SUCH DESIGNATED LENDER TO THE
EXTENT OF THE LOAN TENDED BY SUCH DESIGNATED LENDER.
SUCH DESIGNATING LENDER
SHALL ACT AS AN 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 ADMINISTRATIVE
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 ADMINISTRATIVE AGENT, ASSIGN ALL OR
PORTIONS OF ITS INTERESTS IN ANY LOANS TO ITS DESIGNATING LENDER OR TO ANY
FINANCIAL INSTITUTION CONSENTED TO BY THE ADMINISTRATIVE AGENT PROVIDING
LIQUIDITY AND/OR CREDIT FACILITIES TO OR FOR THE
85
ACCOUNT OF SUCH DESIGNATED LENDER AND (2) SUBJECT TO ADVISING ANY SUCH PERSON
THAT SUCH INFORMATION IS TO BE TREATED AS CONFIDENTIAL IN ACCORDANCE WITH
SECTION 13.4, DISCLOSE ON A CONFIDENTIAL BASIS ANY NON-PUBLIC INFORMATION
RELATING TO ITS LOANS TO ANY RATING AGENCY, COMMERCIAL PAPER DEALER OR PROVIDER
OF ANY GUARANTEE, SURETY OR CREDIT OR LIQUIDITY ENHANCEMENT TO SUCH DESIGNATED
LENDER.
(II)
EACH PARTY TO THIS AGREEMENT HEREBY AGREES
THAT IT SHALL NOT INSTITUTE AGAINST, OR JOIN ANY