OR NEGOTIATION OF, OR GRANTING OF PARTICIPATION IN,
ALL OR ANY PART OF THE LOANS, THE NOTES OR OTHER OBLIGATIONS OWED TO SUCH
LENDER.
(D)
EACH CREDIT PARTY SHALL ASSIST AGENT (FOR
ITSELF OR ON BEHALF OF THE APPLICABLE LENDER) IN SYNDICATING THE LOANS AND
COMMITMENTS UNDER THIS SECTION 8.1 AS REQUIRED TO ENABLE THE ASSIGNING OR
SELLING LENDER TO EFFECT ANY ASSIGNMENT OR PARTICIPATION RELATING THERETO,
INCLUDING THE EXECUTION AND DELIVERY OF ANY AND ALL AGREEMENTS, NOTES AND OTHER
DOCUMENTS AND INSTRUMENTS AS SHALL BE REQUESTED AND THE PROMPT PREPARATION OF
INFORMATIONAL MATERIALS FOR, AND THE PARTICIPATION OF MANAGEMENT IN MEETINGS
WITH, POTENTIAL ASSIGNEES OR PARTICIPANTS, ALL ON A TIMETABLE ESTABLISHED BY
AGENT IN ITS SOLE DISCRETION.
EACH CREDIT PARTY EXECUTING THIS AGREEMENT SHALL
CERTIFY THE CORRECTNESS, COMPLETENESS AND ACCURACY OF ALL DESCRIPTIONS OF THE
CREDIT PARTIES AND THEIR RESPECTIVE AFFAIRS CONTAINED IN ANY SELLING MATERIALS
PROVIDED BY IT AND ALL OTHER INFORMATION PROVIDED BY IT AND INCLUDED IN SUCH
MATERIALS, EXCEPT THAT ANY PROJECTIONS DELIVERED BY BORROWER SHALL ONLY BE
CERTIFIED BY BORROWER AS HAVING BEEN PREPARED BY BORROWER IN COMPLIANCE WITH THE
REPRESENTATIONS CONTAINED IN SECTION 5.5.
AGENT SHALL MAINTAIN, ON BEHALF OF
BORROWER, IN ITS OFFICES LOCATED AT CHICAGO, ILLINOIS A "REGISTER" FOR RECORDING
THE NAME, ADDRESS, COMMITMENT AND LOANS OWING TO EACH LENDER.
THE ENTRIES IN
SUCH REGISTER SHALL BE PRESUMPTIVE EVIDENCE OF THE AMOUNTS DUE AND OWING TO EACH
LENDER IN THE ABSENCE OF MANIFEST ERROR.
BORROWER, AGENT AND EACH LENDER MAY
TREAT EACH PERSON WHOSE NAME IS RECORDED IN SUCH REGISTER PURSUANT TO THE TERMS
HEREOF AS A LENDER FOR ALL PURPOSES OF THIS AGREEMENT.
THE REGISTER DESCRIBED
HEREIN SHALL BE AVAILABLE FOR INSPECTION BY BORROWER AND ANY LENDER, AT ANY
REASONABLE TIME UPON REASONABLE PRIOR NOTICE.
(E)
A LENDER MAY FURNISH ANY INFORMATION
CONCERNING CREDIT PARTIES IN THE POSSESSION OF SUCH LENDER FROM TIME TO TIME TO
ASSIGNEES AND PARTICIPANTS (INCLUDING PROSPECTIVE ASSIGNEES AND PARTICIPANTS);
PROVIDED THAT SUCH LENDER SHALL OBTAIN FROM ASSIGNEES OR PARTICIPANTS
CONFIDENTIALITY COVENANTS SUBSTANTIALLY EQUIVALENT TO THOSE CONTAINED IN
SECTION 9.13.
8.2
AGENT.
(A)
APPOINTMENT.
EACH LENDER HEREBY DESIGNATES
AND APPOINTS GE CAPITAL AS ITS AGENT UNDER THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS, AND EACH LENDER HEREBY IRREVOCABLY AUTHORIZES AGENT TO EXECUTE AND
DELIVER THE COLLATERAL DOCUMENTS AND TO TAKE SUCH ACTION OR TO REFRAIN FROM
TAKING SUCH ACTION ON ITS BEHALF UNDER THE PROVISIONS OF THIS AGREEMENT AND THE
OTHER LOAN DOCUMENTS AND TO EXERCISE SUCH POWERS AS ARE SET FORTH HEREIN OR
THEREIN, TOGETHER WITH SUCH OTHER POWERS AS ARE REASONABLY INCIDENTAL THERETO.
60
AGENT IS AUTHORIZED AND EMPOWERED TO AMEND, MODIFY, OR WAIVE ANY PROVISIONS OF
THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS ON BEHALF OF LENDERS SUBJECT TO THE
REQUIREMENT THAT CERTAIN OF LENDERS' CONSENT BE OBTAINED IN CERTAIN INSTANCES AS
PROVIDED IN THIS SECTION 8.2 AND SECTION 9.2.
THE PROVISIONS OF THIS
SECTION 8.2 ARE SOLELY FOR THE BENEFIT OF AGENT AND LENDERS AND NEITHER BORROWER
NOR ANY OTHER CREDIT PARTY