(FORM
UCC-1) NAMING THE ORIGINATOR AS SELLER/DEBTOR AND THE BORROWER AS
PURCHASER/CREDITOR IN ALL NECESSARY OR APPROPRIATE FILING OFFICES, AND FILING
CONTINUATION STATEMENTS, AMENDMENTS OR ASSIGNMENTS 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
"NON-CONSOLIDATION" LEGAL OPINION LETTER ISSUED BY WILLIAMS MULLEN AND DELIVERED
TO THE ADMINISTRATIVE AGENT AS A CONDITION TO THE INITIAL ADVANCE, 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.
(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 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).
44
(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