THAT ALL REVOLVING LOANS AND ADVANCES
BE DISBURSED SOLELY UPON THE REQUEST OF HOLDINGS AND TO BANK ACCOUNTS MANAGED
SOLELY BY HOLDINGS AND THAT HOLDINGS WILL MANAGE FOR THE BENEFIT OF EACH
BORROWER THE EXPENDITURE AND USAGE OF SUCH FUNDS.
(III)
IN CONSIDERATION OF THE FOREGOING, WILLIAMS HEREBY DESIGNATES,
APPOINTS, AUTHORIZES AND EMPOWERS HOLDINGS AS ITS AGENT TO ACT AS SPECIFIED
HEREIN AND IN EACH OF THE OTHER FINANCING DOCUMENTS (INCLUDING, WITHOUT
LIMITATION, FOR PURPOSES OF MAKING PAYMENT TO AGENT ON BEHALF OF ITSELF, OF ANY
AMOUNTS DUE OR PAYABLE BY WILLIAMS HEREUNDER).
WILLIAMS HEREBY IRREVOCABLY
AUTHORIZES AND DIRECTS HOLDINGS TO TAKE SUCH ACTION ON ITS BEHALF UNDER THE
RESPECTIVE PROVISIONS OF THIS AGREEMENT AND THE OTHER FINANCING DOCUMENTS, AND
ANY OTHER INSTRUMENTS, DOCUMENTS AND AGREEMENTS REFERRED TO HEREIN OR THEREIN,
AND TO EXERCISE SUCH POWERS AND TO PERFORM SUCH DUTIES HEREUNDER AND THEREUNDER
AS ARE SPECIFICALLY DELEGATED TO OR REQUIRED BY THE RESPECTIVE TERMS AND
PROVISIONS HEREOF AND THEREOF, AND SUCH OTHER POWERS AS ARE REASONABLY
INCIDENTAL THERETO, INCLUDING, WITHOUT LIMITATION, TO TAKE THE FOLLOWING ACTIONS
FOR AND ON ITS BEHALF:
(I)
TO SUBMIT ON BEHALF OF WILLIAMS NOTICES OF BORROWING TO AGENT IN
ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT;
(II)
TO RECEIVE ON BEHALF OF EACH BORROWER THE PROCEEDS OF THE LOANS
IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT, SUCH PROCEEDS TO BE
DISBURSED TO OR FOR THE ACCOUNT OF THE APPLICABLE BORROWER AS SOON AS
PRACTICABLE AFTER ITS RECEIPT THEREOF;
(III)
TO SUBMIT ON BEHALF OF WILLIAMS REQUESTS FOR THE ISSUANCE OF
LETTERS OF CREDIT AND SUPPORT AGREEMENTS IN ACCORDANCE WITH THE PROVISIONS OF
THIS AGREEMENT; AND
(IV)
TO SUBMIT ON BEHALF OF EACH BORROWER, COMPLIANCE CERTIFICATES,
EXCESS CASH FLOW CERTIFICATES, AND ALL OTHER CERTIFICATES, NOTICES AND OTHER
COMMUNICATIONS GIVEN OR REQUIRED TO BE GIVEN, HEREUNDER.
(D)
THE ADMINISTRATION BY AGENT AND LENDERS OF THIS CREDIT FACILITY
UNDER THIS AGREEMENT AS A CO-BORROWING FACILITY IN THE MANNER SET FORTH HEREIN
IS SOLELY AS AN ACCOMMODATION TO BORROWERS AND AT THEIR REQUEST AND NEITHER
AGENT NOR ANY LENDER SHALL INCUR ANY LIABILITY TO ANY OF THE BORROWERS AS A
RESULT THEREOF.
Section 2.7
Maximum Interest.
(A)
IN NO EVENT SHALL THE INTEREST CHARGED WITH RESPECT TO THE NOTES
OR ANY OTHER OBLIGATIONS OF BORROWERS UNDER ANY FINANCING DOCUMENT EXCEED THE
MAXIMUM AMOUNT PERMITTED UNDER THE LAWS OF THE STATE OF ILLINOIS OR OF ANY OTHER
APPLICABLE JURISDICTION.
(B)
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN OR ELSEWHERE, IF
AT ANY TIME THE RATE OF INTEREST PAYABLE HEREUNDER OR UNDER ANY NOTE OR OTHER
FINANCING DOCUMENT (THE "STATED RATE") WOULD EXCEED THE HIGHEST RATE OF INTEREST
PERMITTED UNDER ANY APPLICABLE LAW TO BE CHARGED (THE "MAXIMUM LAWFUL RATE"),
THEN FOR SO LONG AS THE MAXIMUM LAWFUL RATE WOULD BE SO EXCEEDED, THE RATE OF
INTEREST PAYABLE SHALL BE EQUAL TO THE MAXIMUM LAWFUL RATE; PROVIDED, THAT IF AT
ANY TIME THEREAFTER THE STATED RATE IS LESS THAN THE MAXIMUM LAWFUL RATE,
BORROWERS SHALL, TO THE EXTENT PERMITTED