CHANGES.
NONE OF BORROWER, ANY
SUBSIDIARY OR ANY PORTFOLIO ENTITY-50% WILL MAKE ANY SIGNIFICANT CHANGE IN (X)
ACCOUNTING TREATMENT AND REPORTING PRACTICES EXCEPT AS PERMITTED OR REQUIRED BY
GAAP OR LEGAL REQUIREMENTS OR (Y) UNLESS AGENT CONSENTS THERETO IN WRITING
(WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD), ITS FISCAL YEAR; PROVIDED
THAT IN ANY SUCH CASE, IF ANY SUCH CHANGE WOULD AFFECT ANY COMPUTATION REQUIRED
BY SECTION 8.18 HEREOF OR ANY AMOUNT REQUIRED TO BE PAID BY SECTION 2.4 HEREOF,
APPROPRIATE AMENDMENT SHALL HAVE BEEN MADE TO THIS AGREEMENT WITH RESPECT
THERETO (OR, IN THE CASE OF CHANGE REQUIRED AT SUCH TIME BY A LEGAL REQUIREMENT,
APPROPRIATE AMENDMENT IS MADE TO THIS AGREEMENT CONTEMPORANEOUS WITH SUCH CHANGE
AND, AND IF SUCH AMENDMENT IS NOT MADE, BORROWER SHALL BE DEEMED IN DEFAULT
UNDER SECTION 8.18).
8.20
RELATED TRANSACTIONS.
BORROWER HAS NOT AND SHALL
NOT, AND SHALL NOT PERMIT ANY SUBSIDIARY OR ANY PORTFOLIO ENTITY-50% TO, ENTER
INTO ANY TRANSACTIONS WITH ANY AFFILIATE OR ASSOCIATE, INCLUDING, WITHOUT
LIMITATION, AGREEMENTS FOR THE PURCHASE, SALE OR EXCHANGE OF PROPERTY OR THE
RENDERING OF ANY SERVICES TO OR BY ANY AFFILIATE OR ASSOCIATE OF BORROWER OR ANY
PARENT, OR ENTER INTO, ASSUME OR SUFFER TO EXIST ANY EMPLOYMENT, MANAGEMENT,
ADMINISTRATION, ADVISORY OR CONSULTING CONTRACT WITH ANY AFFILIATE OR ASSOCIATE
OF BORROWER OR ANY PARENT OR, IN EACH OF THE FOREGOING CASES, WITH ANY OFFICER,
DIRECTOR OR PARTNER OF ANY AFFILIATE OR ASSOCIATE OF BORROWER OR ANY PARENT OR
MODIFY ANY FEE AGREEMENT UNLESS, IN ANY SUCH CASE, SUCH TRANSACTION (A) IS
OTHERWISE NOT IN VIOLATION OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND (B)
IS IN THE ORDINARY COURSE OF ITS BUSINESS AND IS UPON FAIR AND REASONABLE TERMS
NO LESS FAVORABLE TO BORROWER, SUCH SUBSIDIARY OR SUCH PORTFOLIO ENTITY-50% (AS
THE CASE MAY BE) THAN SUCH PERSON WOULD OBTAIN IN A COMPARABLE ARM'S-LENGTH
TRANSACTION WITH A PERSON NOT AN AFFILIATE OR
39
ASSOCIATE; PROVIDED, THAT THE FOREGOING SHALL NOT RESTRICT A SUBSIDIARY FROM
ENTERING INTO A TRANSACTION CONTEMPLATED BY THE DEFINITION OF "REO AFFILIATE" TO
SELL REAL ESTATE (OR DISTRESSED NOTES SECURED BY REAL ESTATE) TO ITS WHOLLY
OWNED REO AFFILIATE.
8.21
LEASEBACKS.
NONE OF BORROWER, ANY SUBSIDIARY OR
ANY PORTFOLIO ENTITY-50% WILL ENTER INTO ANY ARRANGEMENT WITH ANY BANK,
INSURANCE COMPANY OR OTHER LENDER OR INVESTOR PROVIDING FOR THE LEASING TO ANY
OF THE FOREGOING PERSONS OF REAL PROPERTY (I) WHICH AT THE TIME HAS BEEN OR IS
TO BE SOLD OR TRANSFERRED BY ANY OF THE FOREGOING PERSONS TO SUCH LENDER OR
INVESTOR, OR (II) WHICH HAS BEEN OR IS BEING ACQUIRED FROM ANOTHER PERSON BY
SUCH LENDER OR INVESTOR OR ON WHICH ONE OR MORE BUILDINGS OR FACILITIES HAVE
BEEN OR ARE TO BE CONSTRUCTED BY SUCH LENDER OR INVESTOR FOR THE PURPOSE OF
LEASING SUCH PROPERTY TO BORROWER, ANY SUBSIDIARY
OR ANY PORTFOLIO ENTITY-50%.
8.22
COMPLIANCE WITH ERISA.
NEITHER BORROWER NOR ANY
SUBSIDIARY (EACH, AN "APPLICABLE PERSON") WILL (I) TERMINATE, OR PERMIT ANY OF
ITS SUBSIDIARIES TO TERMINATE,