CHANGES.
IN ANY SINGLE TRANSACTION OR SERIES OF
TRANSACTIONS, DIRECTLY OR INDIRECTLY:
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(A)
LIQUIDATE OR DISSOLVE EXCEPT FOR
SUBSIDIARIES INTO SUBSIDIARIES THAT ARE GUARANTORS OR INTO BORROWER;
(B)
BE A PARTY TO ANY MERGER, ACQUISITION OR
CONSOLIDATION EXCEPT BETWEEN SUBSIDIARIES THAT ARE GUARANTORS, OR WITH BORROWER
AS LONG AS BORROWER IS THE SURVIVING ENTITY;
(C)
SELL OR DISPOSE OF ANY INTEREST IN ANY OF
ITS SUBSIDIARIES, OR PERMIT ANY OF ITS SUBSIDIARIES TO ISSUE ANY ADDITIONAL
EQUITY OTHER THAN TO BORROWER OR TO A SUBSIDIARY THAT IS A GUARANTOR;
(D)
SELL, CONVEY OR LEASE ALL OR ANY SUBSTANTIAL
PART OF ITS ASSETS, EXCEPT FOR SALE OF INVENTORY IN THE ORDINARY COURSE OF
BUSINESS; OR
(E)
PERMIT ANY CHANGE IN CONTROL OF BORROWER,
WITHOUT THE CONSENT OF BANK, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD,
CONDITIONED, OR DELAYED.
SECTION 5.05.
RESTRICTED PAYMENTS.
UNLESS OTHERWISE PERMITTED ON EXHIBIT
B, AT ANY TIME: (A) REDEEM, RETIRE OR OTHERWISE ACQUIRE, DIRECTLY OR INDIRECTLY,
ANY SHARES OF ITS CAPITAL STOCK OR OTHER EQUITY INTEREST EXCEPT A PERMITTED
REDEMPTION; (B) DECLARE OR PAY ANY DIVIDEND (EXCEPT (I) STOCK DIVIDENDS AND
DIVIDENDS PAID TO BORROWER, AND/OR (II) ANY OTHER DIVIDENDS TO THE EXTENT THAT
(A) AN EVENT OF DEFAULT HAS NOT OCCURRED AND IS NOT THEN CONTINUING, AND (B)
GIVING EFFECT TO SUCH DIVIDEND WILL NOT RESULT IN THE OCCURRENCE OF AN EVENT OF
DEFAULT); OR (C) MAKE ANY OTHER DISTRIBUTION OR CONTRIBUTION OF ANY PROPERTY OR
CASH OR OBLIGATION TO OWNERS OF AN EQUITY INTEREST OR TO A SUBSIDIARY IN THEIR
CAPACITY AS SUCH.
SECTION 5.06.
NATURE OF BUSINESS; MANAGEMENT.
CHANGE THE NATURE OF ITS
BUSINESS OR ENTER INTO ANY BUSINESS WHICH IS SUBSTANTIALLY DIFFERENT FROM THE
BUSINESS IN WHICH IT IS PRESENTLY ENGAGED.
SECTION 5.07.
AFFILIATE TRANSACTIONS.
ENTER INTO ANY TRANSACTION OR
AGREEMENT WITH ANY AFFILIATE EXCEPT UPON TERMS SUBSTANTIALLY SIMILAR TO THOSE
OBTAINABLE FROM WHOLLY UNRELATED SOURCES.
SECTION 5.08.
SUBSIDIARIES.
FORM, CREATE OR ACQUIRE ANY SUBSIDIARY WITHOUT
BANK'S PRIOR WRITTEN CONSENT, WHICH CONSENT (A) MAY BE WITHHELD IN BANK'S SOLE
AND ABSOLUTE DISCRETION WITH RESPECT TO THE FORMATION, CREATION OR ACQUISITION
OF ANY FOREIGN SUBSIDIARY, AND (B) SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED
WITH RESPECT TO ANY DOMESTIC SUBSIDIARY SO LONG AS (I) NO DEFAULT OR EVENT OF
DEFAULT EXISTS OR WOULD RESULT THEREFROM, AND (II) BORROWER PROMPTLY COMPLIES
WITH SECTION 4.12 OF THIS AGREEMENT.
SECTION 5.09.
LOANS AND INVESTMENTS.
UNLESS OTHERWISE PROVIDED ON EXHIBIT
B, MAKE ANY ADVANCE, LOAN, EXTENSION OF CREDIT, OR CAPITAL CONTRIBUTION TO OR
INVESTMENT IN, OR PURCHASE, ANY STOCK, BONDS, NOTES, DEBENTURES, OR OTHER
SECURITIES OF, ANY PERSON, EXCEPT:
(A)
READILY MARKETABLE DIRECT OBLIGATIONS OF
THE UNITED STATES OF AMERICA OR ANY AGENCY THEREOF WITH MATURITIES OF ONE YEAR
OR LESS FROM THE DATE OF ACQUISITION;
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(B)
A PERMITTED REDEMPTION;
(C)
PERMITTED INVESTMENTS;
(D)
FULLY INSURED CERTIFICATES OF DEPOSIT WITH
MATURITIES OF ONE YEAR OR LESS FROM THE DATE OF ACQUISITION ISSUED BY ANY
COMMERCIAL BANK OPERATING IN THE UNITED STATES OF AMERICA HAVING