THE
LOANS BASED UPON TELEPHONIC OR OTHER INSTRUCTIONS RECEIVED FROM ANYONE
PURPORTING TO BE AN OFFICER OF ADMINISTRATIVE BORROWER OR ANY BORROWER OR OTHER
AUTHORIZED PERSON OR, AT THE DISCRETION OF AGENT, IF SUCH LOANS ARE NECESSARY TO
SATISFY ANY OBLIGATIONS.
ALL REQUESTS FOR LOANS OR LETTERS OF CREDIT HEREUNDER
SHALL SPECIFY THE DATE ON WHICH THE REQUESTED ADVANCE IS TO BE MADE (WHICH DAY
SHALL BE A BUSINESS DAY) AND THE AMOUNT OF THE REQUESTED LOAN.
REQUESTS
RECEIVED AFTER 11:00 A.M. CHICAGO TIME ON ANY DAY SHALL BE DEEMED TO HAVE BEEN
MADE AS OF THE OPENING OF BUSINESS ON THE IMMEDIATELY FOLLOWING BUSINESS DAY.
ALL LOANS AND LETTERS OF CREDIT UNDER THIS AGREEMENT SHALL BE CONCLUSIVELY
PRESUMED TO HAVE BEEN MADE TO, AND AT THE REQUEST OF AND FOR THE BENEFIT OF, ANY
BORROWER OR GUARANTOR WHEN DEPOSITED TO THE CREDIT OF ANY BORROWER OR GUARANTOR
OR OTHERWISE DISBURSED OR ESTABLISHED IN ACCORDANCE WITH THE INSTRUCTIONS OF ANY
BORROWER OR GUARANTOR OR IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS
AGREEMENT.
6.7
USE OF PROCEEDS.
BORROWERS SHALL USE THE INITIAL PROCEEDS OF THE LOANS AND
LETTERS OF CREDIT HEREUNDER ONLY FOR: (A) PAYMENTS TO EACH OF THE PERSONS LISTED
IN THE DISBURSEMENT DIRECTION LETTER FURNISHED BY BORROWERS TO AGENT ON OR ABOUT
THE DATE HEREOF AND (B) COSTS, EXPENSES AND FEES IN CONNECTION WITH THE
PREPARATION, NEGOTIATION, EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE OTHER
FINANCING AGREEMENTS.
ALL OTHER LOANS MADE OR LETTERS OF CREDIT PROVIDED TO OR
FOR THE BENEFIT OF ANY BORROWER PURSUANT TO THE PROVISIONS HEREOF SHALL BE USED
BY SUCH BORROWER ONLY TO FINANCE ACQUISITIONS BY A BORROWER OR GUARANTOR TO THE
EXTENT PERMITTED HEREUNDER, OR FOR GENERAL OPERATING, WORKING CAPITAL AND OTHER
PROPER CORPORATE PURPOSES OF SUCH BORROWER NOT OTHERWISE PROHIBITED BY THE TERMS
HEREOF.
NONE OF THE PROCEEDS WILL BE USED, DIRECTLY OR INDIRECTLY, FOR THE
PURPOSE OF PURCHASING OR CARRYING ANY MARGIN SECURITY OR FOR THE PURPOSES OF
REDUCING OR RETIRING ANY INDEBTEDNESS WHICH WAS ORIGINALLY INCURRED TO PURCHASE
OR CARRY ANY MARGIN SECURITY OR FOR ANY OTHER PURPOSE WHICH MIGHT CAUSE ANY OF
THE LOANS TO BE CONSIDERED A "PURPOSE CREDIT" WITHIN THE MEANING OF REGULATION U
OF THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM, AS AMENDED.
6.8
APPOINTMENT OF ADMINISTRATIVE BORROWER AS AGENT FOR REQUESTING LOANS AND
RECEIPTS OF LOANS AND STATEMENTS.
(A)
EACH BORROWER HEREBY IRREVOCABLY APPOINTS AND CONSTITUTES
ADMINISTRATIVE BORROWER AS ITS AGENT AND ATTORNEY-IN-FACT TO REQUEST AND RECEIVE
LOANS AND LETTERS OF CREDIT PURSUANT TO THIS AGREEMENT AND THE OTHER FINANCING
AGREEMENTS FROM AGENT OR ANY LENDER IN THE NAME OR ON BEHALF OF SUCH BORROWER.
AGENT AND LENDERS MAY DISBURSE THE LOANS TO SUCH BANK ACCOUNT OF ADMINISTRATIVE
BORROWER OR A BORROWER OR OTHERWISE MAKE SUCH LOANS TO A BORROWER AND PROVIDE
SUCH LETTERS OF CREDIT TO A BORROWER AS ADMINISTRATIVE BORROWER MAY DESIGNATE OR
DIRECT, WITHOUT NOTICE TO ANY OTHER BORROWER OR GUARANTOR.
NOTWITHSTANDING
ANYTHING TO THE CONTRARY CONTAINED HEREIN,