ITS AFFILIATES MAY ACCEPT DEPOSITS FROM, LEND MONEY TO,
ACT AS TRUSTEE UNDER INDENTURES OF, AND GENERALLY ENGAGE IN ANY KIND OF BUSINESS
WITH, ANY LOAN PARTY OR ANY PERSON WHO MAY DO BUSINESS WITH OR OWN SECURITIES OF
THE ANY LOAN PARTY, ALL AS IF UPSC WERE NOT THE AGENT AND WITHOUT ANY DUTY TO
ACCOUNT THEREFOR TO THE LENDERS.
SECTION 8.6
CREDIT DECISIONS.
EACH LENDER ACKNOWLEDGES THAT IT HAS,
INDEPENDENTLY OF THE AGENT AND EACH OTHER LENDER, AND BASED ON SUCH FINANCIAL
INFORMATION AND SUCH OTHER DOCUMENTS, INFORMATION AND INVESTIGATIONS AS IT HAS
DEEMED APPROPRIATE, MADE ITS OWN CREDIT DECISION TO EXTEND ITS COMMITMENTS, TO
MAKE THE LOANS.
EACH LENDER ALSO ACKNOWLEDGES THAT IT WILL, INDEPENDENTLY OF
THE AGENT AND EACH OTHER LENDER, AND BASED ON SUCH OTHER DOCUMENTS, INFORMATION
AND INVESTIGATIONS AS IT SHALL DEEM APPROPRIATE AT ANY TIME, CONTINUE TO MAKE
ITS OWN CREDIT DECISIONS AS TO EXERCISING OR NOT EXERCISING FROM TIME TO TIME
ANY RIGHTS AND PRIVILEGES AVAILABLE TO IT UNDER THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT.
65
SECTION 8.7
COPIES, ETC.
THE AGENT SHALL GIVE PROMPT NOTICE TO EACH
LENDER OF EACH NOTICE OR REQUEST REQUIRED OR PERMITTED TO BE GIVEN TO THE AGENT
BY THE BORROWERS PURSUANT TO THE TERMS OF THIS AGREEMENT.
THE AGENT WILL
DISTRIBUTE TO EACH LENDER EACH INSTRUMENT RECEIVED FOR ITS ACCOUNT AND COPIES OF
ALL OTHER COMMUNICATIONS RECEIVED BY THE AGENT FROM THE BORROWER FOR
DISTRIBUTION TO THE LENDERS BY THE AGENT IN ACCORDANCE WITH THE TERMS OF THIS
AGREEMENT.
THE AGENT SHALL ALSO PROMPTLY PROVIDE EACH LENDER WITH TRUE, CORRECT
AND COMPLETE COPIES OF ALL APPRAISALS AND FIELD AUDIT REPORTS CONDUCTED WITH
RESPECT TO ANY COLLATERAL AND ANY BORROWER.
NOTWITHSTANDING ANYTHING HEREIN
CONTAINED TO THE CONTRARY, ALL NOTICES AND COMMUNICATIONS TO, WITH OR FROM THE
BORROWERS UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE EFFECTED BY
THE BORROWERS THROUGH THE AGENT.
ARTICLE 9
MISCELLANEOUS
SECTION 9.1
WAIVERS, AMENDMENTS, ETC.
(A)
THE PROVISIONS OF THIS AGREEMENT AND OF EACH OTHER LOAN DOCUMENT MAY
FROM TIME TO TIME BE AMENDED, MODIFIED OR WAIVED, IF SUCH AMENDMENT,
MODIFICATION OR WAIVER IS IN WRITING AND, (X) IN THE CASE OF AN AMENDMENT OR
MODIFICATION, IS CONSENTED TO BY THE BORROWERS AND THE REQUIRED LENDERS OR (Y)
IN THE CASE OF A WAIVER OF ANY OBLIGATION OF ANY LOAN PARTY OR OF COMPLIANCE BY
ANY LOAN PARTY WITH ANY PROHIBITION CONTAINED IN THIS AGREEMENT OR ANY OTHER
LOAN DOCUMENT, IS CONSENTED TO BY THE REQUIRED LENDERS; PROVIDED, HOWEVER, THAT
NO SUCH AMENDMENT, MODIFICATION OR WAIVER, OR ANY OTHER AGREEMENT WITH RESPECT
TO THE TRANSACTIONS CONTEMPLATED HEREBY:
(I)
WHICH WOULD MODIFY ANY REQUIREMENT HEREUNDER THAT ANY PARTICULAR
ACTION BE TAKEN BY ALL THE LENDERS OR BY THE REQUIRED LENDERS SHALL BE EFFECTIVE
UNLESS CONSENTED TO IN WRITING BY EACH LENDER;
(II)
WHICH WOULD MODIFY THIS SECTION 9.1, CHANGE THE DEFINITION OF
"REQUIRED LENDERS," "BORROWING BASE," "ELIGIBLE ACCOUNT," "ELIGIBLE INVENTORY"
OR "INVENTORY SUBLIMIT"; INCREASE THE WORKING CAPITAL FACILITY COMMITMENT