[(other than Sections 5.5 and 5.7 thereof)]* is true and
correct on the date hereof as if made on and as of the date hereof. This
Designation Letter shall be governed by, and construed in accordance with, the
internal laws (without regard to the conflict of laws provisions) of the State
of New York. Without limiting any other provisions hereof, the Designated
Subsidiary hereby submits to jurisdiction and makes the waivers and otherwise in
all aspects agrees to the terms set forth in Article XIV of the Credit Agreement
as if fully set forth herein.
EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY
OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS DESIGNATION LETTER, THE CREDIT
AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON
CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO
REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY
OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK
TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER
PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS DESIGNATION LETTER BY, AMONG
OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
Very truly yours, [NAME OF BORROWER] By:
Name:
Title:
[NAME OF DESIGNATED SUBSIDIARY] By:
Name:
Title:
*
Delete for initial Extension of Credit.
EXHIBIT J
FORM OF TERMINATION LETTER
(Section 2.19(b))
Citicorp USA, Inc.,
as agent (the "Agent")
[
]
[
]
Attention: [
]
Ladies and Gentlemen:
We refer to the Credit Agreement (as amended, restated, supplemented or
otherwise modified and in effect from time to time, the "Second Amended and
Restated Five Year Credit Agreement") dated as of December 31, 2007 among the
undersigned (the "Borrower") [Nationwide Mutual Insurance Company,] [Nationwide
Life Insurance Company,] [Nationwide Financial Services, Inc.,] the Subsidiary
Borrowers party thereto, the Lenders and Fronting Banks party thereto and
Citicorp USA, Inc., as Agent. Unless otherwise defined herein, capitalized terms
used in this Termination Letter have the meanings ascribed thereto in the Credit
Agreement.
The Borrower hereby terminates the status as a Subsidiary Borrower of
, a corporation incorporated under the laws of
(the "Designated Subsidiary"), in accordance with
Section 2.19(b) of the Credit Agreement, effective as of the date of receipt of
this notice by the Agent. The undersigned hereby represent and warrant that all
Loans made to the Designated Subsidiary and all related interest have been paid
in full on or prior to the date hereof. Notwithstanding the foregoing, this
Termination Letter shall not terminate (a) any Obligation of such Designated
Subsidiary that remains unpaid on the date hereof (including, without
limitation, any Obligation arising hereafter in respect of the Designated
Subsidiary under Article III of the Credit Agreement) or (b) the obligations of
the Borrower under the Guaranty with respect to any such unpaid Obligations.
Very truly yours, [NAME OF BORROWER]