LIEN GRANTED TO THE BANK UNDER THE LOAN DOCUMENTS.
5.6.
CHANGE IN BUSINESS, MANAGEMENT OR OWNERSHIP.
MAKE OR PERMIT ANY
CHANGE IN (I) ITS FORM OF ORGANIZATION WITHOUT 30 DAYS' PRIOR WRITTEN NOTICE TO
BANK; (II) THE NATURE OF ITS BUSINESS AS CARRIED ON AS OF THE DATE HEREOF, IF
SUCH CHANGE IS MATERIAL; OR (III) WITH RESPECT TO THE BORROWER, ITS EQUITY
OWNERSHIP GIVING RISE TO CHANGE OF CONTROL (AS HEREIN DEFINED).
FOR PURPOSES OF
THIS AGREEMENT, "CHANGE OF CONTROL" SHALL MEAN ANY OF THE FOLLOWING EVENTS:
(A) THE SALE, LEASE, TRANSFER OR OTHER DISPOSITION (OTHER THAN BY WAY OF MERGER
OR CONSOLIDATION), IN ONE OR A SERIES OF RELATED TRANSACTIONS, OF ALL OR
SUBSTANTIALLY ALL OF THE ASSETS OF BORROWER AND ITS SUBSIDIARIES TAKEN AS A
WHOLE TO ANY "PERSON" OR "GROUP" (WITHIN THE MEANING OF SECTIONS 13(D) AND
14(D)(2) OF THE SECURITIES EXCHANGE ACT), (B) BORROWER SHALL FAIL TO OWN,
DIRECTLY OR INDIRECTLY, 100% OF THE OUTSTANDING CAPITAL STOCK OF ANY SUBSIDIARY
OF BORROWER, (C) ANY PERSON OR TWO OR MORE PERSONS ACTING IN CONCERT SHALL HAVE
ACQUIRED BENEFICIAL OWNERSHIP, DIRECTLY OR INDIRECTLY, OF, OR SHALL HAVE
ACQUIRED BY CONTRACT OR OTHERWISE, OR SHALL HAVE ENTERED INTO A CONTRACT OR
ARRANGEMENT THAT, UPON CONSUMMATION, WILL RESULT IN ITS OR THEIR ACQUISITION OF,
CONTROL OVER, [50%] OR MORE OF THE CAPITAL STOCK OR OTHER EQUITY INTERESTS OF
BORROWER OR (D) DURING ANY PERIOD OF UP TO 24 CONSECUTIVE MONTHS, COMMENCING
AFTER THE DATE HEREOF, INDIVIDUALS WHO AT THE BEGINNING OF SUCH 24-MONTH PERIOD
WERE DIRECTORS OF BORROWER (TOGETHER WITH ANY NEW DIRECTOR WHOSE ELECTION BY
BORROWER'S BOARD OF DIRECTORS OR WHOSE NOMINATION FOR ELECTION BY BORROWER'S
SHAREHOLDERS WAS APPROVED BY A VOTE OF AT LEAST TWO-THIRDS OF THE DIRECTORS THEN
STILL IN OFFICE WHO EITHER WERE DIRECTORS AT THE BEGINNING OF SUCH PERIOD OR
WHOSE ELECTION OR NOMINATION FOR ELECTION WAS PREVIOUSLY SO APPROVED) CEASE FOR
ANY REASON TO CONSTITUTE A MAJORITY OF
8
THE DIRECTORS OF BORROWER THEN IN OFFICE.
AS USED HEREIN, "BENEFICIAL
OWNERSHIP" SHALL HAVE THE MEANING PROVIDED IN RULE 13D-3 OF THE SECURITIES AND
EXCHANGE COMMISSION UNDER THE SECURITIES EXCHANGE ACT.
FOR PURPOSES HEREOF,
"CAPITAL STOCK" MEANS ANY AND ALL SHARES, INTERESTS, PARTICIPATIONS OR OTHER
EQUIVALENTS (HOWEVER DESIGNATED) OF CAPITAL STOCK OF A CORPORATION, ANY AND ALL
PARTNERSHIPS INTERESTS IN A PARTNERSHIP (GENERAL OR LIMITED), ANY AND ALL
EQUIVALENT IN AN ENTITY, INCLUDING INTERESTS IN A LIMITED LIABILITY COMPANY AND
ANY AND ALL WARRANTS OR OPTIONS TO PURCHASE ANY OF THE FOREGOING.
5.7.
DIVIDENDS.
DECLARE OR PAY ANY DIVIDENDS ON OR MAKE ANY
DISTRIBUTION WITH RESPECT TO ANY CLASS OF ITS EQUITY OR OWNERSHIP INTEREST, OR
PURCHASE, REDEEM, RETIRE OR OTHERWISE ACQUIRE ANY OF ITS EQUITY.
5.8.
ACQUISITIONS.
MAKE ACQUISITIONS OF ALL OR SUBSTANTIALLY ALL OF THE
PROPERTY OR ASSETS OF ANY PERSON, FIRM, CORPORATION OR OTHER ENTITY.
6.
EVENTS OF DEFAULT.
THE OCCURRENCE OF ANY OF THE FOLLOWING WILL
BE DEEMED TO BE AN "EVENT OF DEFAULT":
6.1.
COVENANT DEFAULT.
THE BORROWER