EACH
CREDIT PARTY EXECUTING THIS AGREEMENT AGREES THAT NEITHER IT NOR ITS AFFILIATES
WILL IN THE FUTURE ISSUE ANY PUBLIC DISCLOSURE, OTHER THAN ANY PROSPECTUS, PROXY
STATEMENT OR OTHER MATERIALS FILED WITH ANY GOVERNMENTAL AUTHORITY, USING THE
NAME OF GE CAPITAL OR ITS AFFILIATES WITHOUT AT LEAST TWO (2) BUSINESS DAYS'
PRIOR NOTICE TO GE CAPITAL AND WITHOUT THE PRIOR WRITTEN CONSENT OF GE CAPITAL
UNLESS (AND ONLY TO THE EXTENT THAT) SUCH CREDIT PARTY OR AFFILIATE IS REQUIRED
TO DO SO UNDER LAW AND THEN, IN ANY EVENT, SUCH CREDIT PARTY OR AFFILIATE WILL
CONSULT WITH GE CAPITAL BEFORE ISSUING SUCH PUBLIC DISCLOSURE.
EACH CREDIT
PARTY CONSENTS TO THE PUBLICATION BY AGENT OR ANY LENDER OF A TOMBSTONE OR
SIMILAR ADVERTISING MATERIAL RELATING TO THE FINANCING TRANSACTIONS CONTEMPLATED
BY THIS AGREEMENT.
AGENT OR SUCH LENDER SHALL PROVIDE A DRAFT OF ANY SUCH
TOMBSTONE OR SIMILAR ADVERTISING MATERIAL TO EACH CREDIT PARTY FOR REVIEW AND
COMMENT PRIOR TO THE PUBLICATION THEREOF.
AGENT RESERVES THE RIGHT TO PROVIDE
TO INDUSTRY TRADE ORGANIZATIONS INFORMATION NECESSARY AND CUSTOMARY FOR
INCLUSION IN LEAGUE TABLE MEASUREMENTS.
3.13
SUBSIDIARIES.
THE CREDIT PARTIES SHALL NOT AND
SHALL NOT CAUSE OR PERMIT THEIR SUBSIDIARIES TO DIRECTLY OR INDIRECTLY
ESTABLISH, CREATE OR ACQUIRE ANY NEW SUBSIDIARY, EXCEPT FOR SUBSIDIARIES
ESTABLISHED, CREATED OR ACQUIRED WITH THE PROCEEDS OF ANY INVESTMENT TO THE
EXTENT SUCH INVESTMENT IS PERMITTED UNDER AND IN ACCORDANCE WITH SECTION 3.3.
3.14
BANK ACCOUNTS.
THE CREDIT PARTIES SHALL NOT AND
SHALL NOT CAUSE OR PERMIT THEIR SUBSIDIARIES TO ESTABLISH ANY NEW BANK ACCOUNTS
WITHOUT PRIOR WRITTEN NOTICE TO AGENT AND UNLESS AGENT AND THE BANK AT WHICH THE
ACCOUNT IS TO BE OPENED ENTER INTO A TRI-PARTY AGREEMENT REGARDING SUCH BANK
ACCOUNT PURSUANT TO WHICH SUCH BANK ACKNOWLEDGES THE SECURITY INTEREST OF AGENT
IN SUCH BANK ACCOUNT, AGREES TO COMPLY WITH INSTRUCTIONS ORIGINATED BY AGENT
DIRECTING DISPOSITION OF THE FUNDS IN THE BANK ACCOUNT WITHOUT FURTHER CONSENT
FROM SUCH CREDIT PARTY OR SUBSIDIARY, AGREES TO SUBORDINATE AND LIMIT ANY
SECURITY INTEREST THE BANK MAY HAVE IN THE BANK ACCOUNT ON TERMS REASONABLY
SATISFACTORY TO AGENT AND AGREES, FROM AND AFTER THE RECEIPT OF A NOTICE FROM
AGENT (WHICH MAY BE GIVEN BY AGENT AT ANY TIME AT WHICH AN EVENT OF DEFAULT HAS
OCCURRED AND IS CONTINUING), TO FORWARD IMMEDIATELY ALL AMOUNTS IN EACH ACCOUNT
TO THE COLLECTION ACCOUNT OF AGENT SET FORTH IN SECTION 1.4 AND TO COMMENCE THE
PROCESS OF DAILY SWEEPS FROM SUCH BANK ACCOUNT INTO SUCH COLLECTION ACCOUNT.
NO
CREDIT PARTY SHALL, OR SHALL CAUSE OR PERMIT ANY SUBSIDIARY THEREOF TO,
ACCUMULATE OR MAINTAIN CASH IN ANY DISBURSEMENT ACCOUNT OR PAYROLL ACCOUNTS AS
OF ANY DATE OF DETERMINATION IN EXCESS OF CHECKS AND DEBITS OUTSTANDING AGAINST
SUCH ACCOUNTS AS OF THAT DATE AND AMOUNTS NECESSARY TO MEET MINIMUM BALANCE
REQUIREMENTS.
WITH RESPECT TO THE BANK ACCOUNT MAINTAINED WITH BANCO POPULAR DE
PUERTO RICO, IN SAN JUAN PUERTO RICO, THE ACCOUNT NUMBER OF WHICH IS SET FORTH
OPPOSITE ITS NAME ON SCHEDULE 3.14, CREDIT