WITH RESPECT THERETO IN SUCH FILING OFFICES AND (B) EXECUTING OR
CAUSING TO BE EXECUTED SUCH OTHER INSTRUMENTS OR NOTICES AS MAY BE NECESSARY OR
APPROPRIATE, INCLUDING, WITHOUT LIMITATION, ASSIGNMENTS OF MORTGAGE, AND
(III) TAKE ALL ADDITIONAL ACTION THAT THE ADMINISTRATIVE AGENT MAY REASONABLY
REQUEST TO PERFECT, PROTECT AND MORE FULLY EVIDENCE THE RESPECTIVE INTERESTS OF
THE PARTIES TO THIS AGREEMENT IN THE COLLATERAL.
(P)
TRANSACTIONS WITH AFFILIATES.
THE BORROWER WILL NOT ENTER INTO,
OR BE A PARTY TO, ANY TRANSACTION WITH ANY OF ITS AFFILIATES, EXCEPT (I) THE
TRANSACTIONS PERMITTED OR CONTEMPLATED BY THIS AGREEMENT, THE PURCHASE AGREEMENT
AND ANY HEDGING AGREEMENTS AND (II) OTHER TRANSACTIONS (INCLUDING, WITHOUT
LIMITATION, TRANSACTIONS RELATED TO THE USE OF OFFICE SPACE OR COMPUTER
EQUIPMENT OR SOFTWARE BY THE BORROWER TO OR FROM AN AFFILIATE) (A) IN THE
ORDINARY COURSE OF BUSINESS, (B) PURSUANT TO THE REASONABLE REQUIREMENTS OF THE
BORROWER'S BUSINESS, (C) UPON FAIR AND REASONABLE TERMS THAT ARE NO LESS
FAVORABLE TO THE BORROWER THAN COULD BE OBTAINED IN A COMPARABLE ARM'S-LENGTH
TRANSACTION WITH A PERSON NOT AN AFFILIATE OF THE BORROWER, AND (D) NOT
INCONSISTENT WITH THE FACTUAL ASSUMPTIONS SET FORTH IN THE WILLIAMS MULLEN
OPINION, AS SUCH ASSUMPTIONS MAY BE MODIFIED IN ANY SUBSEQUENT OPINION LETTERS
DELIVERED TO THE ADMINISTRATIVE AGENT PURSUANT TO SECTION 3.2 OR OTHERWISE.
IT
IS UNDERSTOOD THAT ANY COMPENSATION ARRANGEMENT FOR ANY OFFICER OR EMPLOYEE
SHALL BE PERMITTED UNDER CLAUSE (II)(A) THROUGH (C) ABOVE IF SUCH ARRANGEMENT
HAS BEEN EXPRESSLY APPROVED BY THE MANAGERS OF THE BORROWER IN ACCORDANCE WITH
THE BORROWER'S LIMITED LIABILITY COMPANY AGREEMENT.
60
(Q)
CHANGE IN THE TRANSACTION DOCUMENTS.
THE BORROWER WILL NOT AMEND,
MODIFY, WAIVE OR TERMINATE ANY TERMS OR CONDITIONS OF ANY OF THE TRANSACTION
DOCUMENTS TO WHICH IT IS A PARTY, WITHOUT THE PRIOR WRITTEN CONSENT OF
ADMINISTRATIVE AGENT.
(R)
CREDIT AND COLLECTION POLICY.
THE BORROWER WILL (A) COMPLY IN
ALL MATERIAL RESPECTS WITH THE CREDIT AND COLLECTION POLICY IN REGARD TO EACH
LOAN AND THE RELATED PROPERTY INCLUDED IN THE COLLATERAL, AND (B) FURNISH TO THE
ADMINISTRATIVE AGENT AND EACH MANAGING AGENT, AT LEAST TWENTY (20) DAYS PRIOR TO
ITS PROPOSED EFFECTIVE DATE, PROMPT NOTICE OF ANY MATERIAL CHANGES IN THE CREDIT
AND COLLECTION POLICY.
THE BORROWER WILL NOT AGREE OR OTHERWISE PERMIT TO OCCUR
ANY MATERIAL CHANGE IN THE CREDIT AND COLLECTION POLICY, WHICH CHANGE WOULD
IMPAIR THE COLLECTIBILITY OF ANY LOAN OR OTHERWISE ADVERSELY AFFECT THE
INTERESTS OR REMEDIES OF THE ADMINISTRATIVE AGENT OR THE SECURED PARTIES UNDER
THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT, WITHOUT THE PRIOR WRITTEN
CONSENT OF THE ADMINISTRATIVE AGENT (IN ITS SOLE DISCRETION).
(S)
EXTENSION OR AMENDMENT OF LOANS.
THE BORROWER WILL NOT, EXCEPT AS
OTHERWISE PERMITTED IN SECTION 7.4(A) EXTEND, AMEND OR OTHERWISE MODIFY, OR
PERMIT THE SERVICER ON ITS BEHALF TO EXTEND, AMEND OR OTHERWISE MODIFY, THE
TERMS OF ANY LOAN.
(T)
REPORTING.
THE BORROWER WILL FURNISH TO THE ADMINISTRATIVE AGENT
AND EACH MANAGING AGENT:
(I)
AS SOON AS POSSIBLE AND IN ANY EVENT WITHIN TWO (2) BUSINESS