FROM THE PERSON WHICH MADE ANY REVOLVING LOAN OR WHICH HOLDS
ANY NOTE TO DIRECT PAYMENTS RELATING TO SUCH REVOLVING LOAN OR NOTE TO ANOTHER
PERSON.
ANY ASSIGNEE OF THE RIGHTS TO ANY REVOLVING LOAN OR ANY NOTE AGREES BY
ACCEPTANCE OF SUCH ASSIGNMENT TO BE BOUND BY ALL THE TERMS AND PROVISIONS OF THE
LOAN DOCUMENTS.
ANY REQUEST, AUTHORITY OR CONSENT OF ANY PERSON, WHO AT THE
TIME OF MAKING SUCH REQUEST OR GIVING SUCH AUTHORITY OR CONSENT IS THE OWNER OF
THE RIGHTS TO ANY REVOLVING LOAN (WHETHER OR NOT A NOTE HAS BEEN ISSUED IN
EVIDENCE THEREOF), SHALL BE CONCLUSIVE AND BINDING ON ANY SUBSEQUENT HOLDER OR
ASSIGNEE OF THE RIGHTS TO SUCH REVOLVING LOAN.
12.1.2
DESIGNATED LENDERS.
(I)
SUBJECT TO THE TERMS AND CONDITIONS SET
FORTH IN THIS SECTION 12.1.2, ANY LENDER MAY 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 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