A COURT OF COMPETENT
JURISDICTION.
6.6
AUTHORIZATION TO MAKE LOANS.
(A)
AGENT AND LENDERS ARE AUTHORIZED TO MAKE THE LOANS AND
PROVIDE THE LETTER OF CREDIT ACCOMMODATIONS BASED UPON TELEPHONIC OR OTHER
INSTRUCTIONS RECEIVED FROM ANYONE PURPORTING TO BE (AND BELIEVED BY AGENT TO BE)
AN OFFICER OF 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 LETTER OF CREDIT ACCOMMODATIONS HEREUNDER SHALL SPECIFY THE DATE ON
WHICH THE REQUESTED ADVANCE IS TO BE MADE OR LETTER OF CREDIT ACCOMMODATIONS
ESTABLISHED (WHICH DAY SHALL BE A BUSINESS DAY) AND THE AMOUNT OF THE REQUESTED
LOAN.
REQUESTS RECEIVED AFTER 12:00 NOON 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 LETTER OF CREDIT ACCOMMODATIONS UNDER
THIS AGREEMENT SHALL BE CONCLUSIVELY PRESUMED TO HAVE BEEN MADE TO, AND AT THE
REQUEST OF AND FOR THE BENEFIT OF, ANY BORROWER WHEN DEPOSITED TO THE CREDIT OF
ANY BORROWER OR OTHERWISE DISBURSED OR ESTABLISHED IN ACCORDANCE WITH THE
INSTRUCTIONS OF BORROWER OR IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS
AGREEMENT.
(B)
ALL LOANS SHALL BE IN OR DENOMINATED IN US DOLLARS AND
SHALL BE DISBURSED ONLY TO BANK ACCOUNTS IN THE UNITED STATES OF AMERICA.
SET
FORTH ON SCHEDULE 6.6(B) HEREOF ARE THE BANK ACCOUNTS OF EACH BORROWER USED BY
EACH BORROWER FOR MAKING PAYMENTS OF ITS INDEBTEDNESS AND OTHER OBLIGATIONS TO
WHICH, AS OF THE DATE HEREOF, PROCEEDS OF LOANS MAY BE DISBURSED.
6.7
USE OF PROCEEDS.
ALL LOANS MADE OR LETTER OF CREDIT ACCOMMODATIONS
PROVIDED TO OR FOR THE BENEFIT OF BORROWERS PURSUANT TO THE PROVISIONS HEREOF
SHALL BE USED BY BORROWERS ONLY FOR GENERAL OPERATING, WORKING CAPITAL AND OTHER
PROPER CORPORATE PURPOSES OF BORROWERS 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
60
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 LETTER OF CREDIT ACCOMMODATIONS 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 LETTER OF CREDIT ACCOMMODATIONS TO A BORROWER AS ADMINISTRATIVE
BORROWER MAY DESIGNATE