2.2(A)(I).
(II)
AGENT ADVANCES.
SUBJECT TO THE LIMITATIONS SET FORTH IN THIS
SECTION 2.2(A)(II), AGENT IS HEREBY AUTHORIZED BY BORROWERS AND LENDERS, FROM
TIME TO TIME IN AGENT'S SOLE DISCRETION, (A) AFTER THE OCCURRENCE OF A DEFAULT
OR AN EVENT OF DEFAULT, OR (B) AT ANY TIME THAT ANY OF THE OTHER APPLICABLE
CONDITIONS PRECEDENT SET FORTH IN SECTION 7.2 HAVE NOT BEEN SATISFIED (INCLUDING
WITHOUT LIMITATION THE CONDITION PRECEDENT THAT THE REVOLVING LOAN OUTSTANDINGS
NOT EXCEED THE BORROWING BASE PLUS ANY OTHER THEN OUTSTANDING AGENT ADVANCES),
TO MAKE REVOLVING LOANS TO BORROWERS ON BEHALF OF THE LENDERS WHICH AGENT, IN
ITS REASONABLE BUSINESS JUDGMENT, DEEMS NECESSARY OR DESIRABLE (1) TO PRESERVE
OR PROTECT THE BUSINESS CONDUCTED BY BORROWERS, THE COLLATERAL, OR ANY PORTION
THEREOF, (2) TO ENHANCE THE LIKELIHOOD OF, OR MAXIMIZE THE AMOUNT OF, REPAYMENT
OF THE LOANS AND OTHER OBLIGATIONS, (3) TO PAY ANY AMOUNT CHARGEABLE TO THE
BORROWERS PURSUANT TO THE TERMS OF THIS AGREEMENT, INCLUDING REQUIRED PRINCIPAL
PAYMENTS ON TERM LOAN, INTEREST COSTS, FEES AND EXPENSES AS DESCRIBED IN
SECTION 9.1 AND/OR SECTION 9.4 OR (4) TO SATISFY PAYMENT OBLIGATIONS UNDER
SUPPORT AGREEMENTS (ANY OF THE ADVANCES DESCRIBED IN THIS SECTION 2.2(A)(II)
BEING HEREAFTER REFERRED TO AS "AGENT ADVANCES"); PROVIDED, THAT (I) REQUIRED
LENDERS MAY AT ANY TIME REVOKE AGENT'S AUTHORIZATION TO MAKE AGENT ADVANCES,
EXCEPT AGENT ADVANCES APPLIED IN THE MANNER DESCRIBED IN THE PRECEDING CLAUSES
(3) AND (4), ANY SUCH REVOCATION TO BE IN WRITING AND TO BECOME EFFECTIVE
PROSPECTIVELY UPON THE AGENT'S RECEIPT THEREOF, (II) AGENT ADVANCES SHALL BE
MADE SOLELY AS PRIME RATE LOANS, (III) THE AGGREGATE AMOUNT OF AGENT ADVANCES
OUTSTANDING AT ANY TIME, EXCLUSIVE OF THOSE MADE PURSUANT TO THE PRECEDING
CLAUSES (3) AND (4), SHALL NOT EXCEED $800,000 AND (IV) AGENT SHALL BE
PROHIBITED FROM MAKING AGENT
ADVANCES TO THE EXTENT THE MAKING THEREOF WOULD CAUSE THE REVOLVING LOAN
OUTSTANDINGS (INCLUSIVE OF AGENT ADVANCES) TO EXCEED THE REVOLVING LOAN
COMMITMENT.
(B)
ADVANCING REVOLVING LOANS.
(I)
BORROWERS SHALL DELIVER TO AGENT A NOTICE OF BORROWING WITH
RESPECT TO EACH PROPOSED REVOLVING LOAN BORROWING (OTHER THAN AGENT ADVANCES),
SUCH NOTICE OF BORROWING TO BE DELIVERED NO LATER THAN NOON (CHICAGO TIME) (I)
ON THE DAY OF SUCH PROPOSED BORROWING, IN THE CASE OF PRIME RATE LOANS IN AN
AGGREGATE PRINCIPAL AMOUNT EQUAL TO OR LESS THAN $5,000,000, (II) ON THE
BUSINESS DAY PRIOR TO SUCH PROPOSED BORROWING, IN THE CASE OF PRIME RATE LOANS
IN AN AGGREGATE PRINCIPAL AMOUNT GREATER THAN $5,000,000 AND (III) ON THE THIRD
(3RD) BUSINESS DAY PRIOR TO SUCH PROPOSED BORROWING, IN THE CASE OF ALL LIBOR
LOANS.
ONCE GIVEN, EXCEPT AS PROVIDED IN SECTION 2.3(E)(II), A NOTICE OF
BORROWING SHALL BE IRREVOCABLE AND BORROWERS SHALL BE BOUND THEREBY.
(II)
BORROWERS HEREBY AUTHORIZE LENDERS AND AGENT TO MAKE REVOLVING
LOANS (OTHER THAN LIBOR LOANS) BASED ON TELEPHONIC NOTICES MADE BY ANY PERSON
WHICH AGENT, IN GOOD FAITH, BELIEVES TO BE ACTING ON BEHALF OF BORROWERS.
BORROWERS AGREE TO DELIVER TO AGENT A NOTICE OF BORROWING