THE
TIME, CONTINUE TO MAKE ITS OWN CREDIT DECISIONS IN TAKING OR NOT TAKING ACTION
UNDER ANY LOAN DOCUMENT; (C) CONFIRMS THAT IT IS A DESIGNATED BANK; (D) APPOINTS
AND AUTHORIZES THE ADMINISTRATIVE AGENT TO TAKE SUCH ACTION AS AGENT ON ITS
BEHALF AND TO EXERCISE SUCH POWERS AND DISCRETION UNDER ANY LOAN DOCUMENT AS ARE
DELEGATED TO THE ADMINISTRATIVE AGENT BY THE TERMS THEREOF, TOGETHER WITH SUCH
POWERS AND DISCRETION AS ARE REASONABLY INCIDENTAL THERETO; AND (E) AGREES TO BE
BOUND BY EACH AND EVERY PROVISION OF EACH LOAN DOCUMENT AND FURTHER AGREES THAT
IT WILL PERFORM IN ACCORDANCE WITH THEIR TERMS ALL OF THE OBLIGATIONS WHICH BY
THE TERMS OF ANY LOAN DOCUMENT ARE REQUIRED TO BE PERFORMED BY IT AS A
DESIGNATED BANK, INCLUDING ANY AND ALL OBLIGATIONS SET FORTH IN SECTION 9.04(I)
OF THE CREDIT AGREEMENT.
4. THE DESIGNEE HEREBY APPOINTS THE DESIGNOR AS THE DESIGNEE'S AGENT AND
ATTORNEY IN FACT, AND GRANTS TO THE DESIGNOR AN IRREVOCABLE POWER OF ATTORNEY,
TO RECEIVE PAYMENTS MADE FOR THE BENEFIT OF THE DESIGNEE UNDER THE CREDIT
AGREEMENT, TO DELIVER AND RECEIVE ALL COMMUNICATIONS AND NOTICES UNDER THE
CREDIT AGREEMENT AND OTHER LOAN DOCUMENTS AND TO EXERCISE ON THE DESIGNEE'S
BEHALF ALL RIGHTS TO VOTE AND TO GRANT AND MAKE APPROVALS, WAIVERS, CONSENTS OR
AMENDMENTS TO OR UNDER THE CREDIT AGREEMENT OR OTHER LOAN DOCUMENTS. ANY
DOCUMENT EXECUTED BY THE DESIGNOR ON THE DESIGNEE'S BEHALF IN CONNECTION WITH
THE CREDIT AGREEMENT OR OTHER LOAN DOCUMENTS SHALL BE BINDING ON THE DESIGNEE TO
THE SAME EXTENT AS IF ACTUALLY SIGNED BY THE DESIGNEE. THE BORROWER, THE
ADMINISTRATIVE AGENT AND EACH OF THE OTHER LENDERS MAY RELY ON AND ARE
BENEFICIARIES OF THE PRECEDING PROVISIONS.
5. FOLLOWING THE EXECUTION OF THIS DESIGNATION AGREEMENT BY THE DESIGNOR AND THE
DESIGNEE, IT WILL BE DELIVERED TO THE ADMINISTRATIVE AGENT FOR ACCEPTANCE BY THE
ADMINISTRATIVE AGENT. THE EFFECTIVE DATE FOR THIS DESIGNATION AGREEMENT (THE
"EFFECTIVE DATE") SHALL BE THE DATE OF ACCEPTANCE HEREOF BY THE ADMINISTRATIVE
AGENT, UNLESS OTHERWISE SPECIFIED ON THE SIGNATURE PAGE HERETO.
6. THE DESIGNOR UNCONDITIONALLY AGREES TO PAY OR REIMBURSE THE DESIGNEE FOR, AND
SAVE THE DESIGNEE HARMLESS AGAINST, ALL LIABILITIES, OBLIGATIONS, LOSSES,
DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, COSTS, EXPENSES OR DISBURSEMENTS
OF ANY KIND OR NATURE WHATSOEVER WHICH MAY BE IMPOSED OR ASSERTED BY ANY OF THE
PARTIES TO THE LOAN DOCUMENTS AGAINST THE DESIGNEE, IN ITS CAPACITY AS SUCH, IN
ANY WAY RELATING TO OR ARISING OUT OF THIS DESIGNATION AGREEMENT OR ANY OTHER
LOAN DOCUMENTS OR ANY ACTION TAKEN OR OMITTED BY THE DESIGNEE HEREUNDER OR
THEREUNDER.
7. UPON SUCH ACCEPTANCE BY THE ADMINISTRATIVE AGENT, AS OF THE EFFECTIVE DATE,
THE DESIGNEE SHALL BE A PARTY TO THE CREDIT AGREEMENT WITH A RIGHT TO MAKE
COMPETITIVE BID LOANS AS A LENDER PURSUANT TO SECTIONS 2.03 AND 2.04 OF THE
CREDIT AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF A LENDER RELATED THERETO.
NOTWITHSTANDING THE FOREGOING, THE DESIGNOR, AS AGENT FOR THE DESIGNEE, SHALL BE
AND REMAIN OBLIGATED