(E)
"CHANGE OF CONTROL" MEANS, AS TO ANY PERSON, (I) ANY MATERIAL
CHANGE IN THE OWNERSHIP; OR (II) A MAJORITY OF THE CURRENT MEMBERS OF THE BOARD
OF DIRECTORS OF SUCH PERSON CEASE TO BE MEMBERS OF SUCH BOARD OF DIRECTORS.
(F)
"CODE" MEANS THE UNIFORM COMMERCIAL CODE AS THE SAME MAY,
FROM TIME TO TIME, BE ENACTED AND IN EFFECT IN THE STATE OF LOUISIANA; PROVIDED,
THAT TO THE EXTENT THAT THE CODE IS USED TO DEFINE ANY TERM HEREIN OR IN ANY
LOAN DOCUMENT AND SUCH TERM IS DEFINED DIFFERENTLY IN DIFFERENT ARTICLES OR
DIVISIONS OF THE CODE, THE DEFINITION OF SUCH TERM CONTAINED IN ARTICLE 9 OF THE
CODE SHALL GOVERN; PROVIDED FURTHER, THAT IN THE EVENT THAT, BY REASON OF
MANDATORY PROVISIONS OF LAW, ANY OR ALL OF THE ATTACHMENT, PERFECTION OR
PRIORITY OF, OR REMEDIES WITH RESPECT TO, LENDER'S LIEN ON ANY COLLATERAL IS
GOVERNED BY THE UNIFORM COMMERCIAL CODE AS ENACTED AND IN EFFECT IN A
JURISDICTION OTHER THAN THE STATE OF LOUISIANA, THE TERM "CODE" SHALL MEAN THE
UNIFORM COMMERCIAL CODE AS ENACTED AND IN EFFECT IN SUCH OTHER JURISDICTION
SOLELY FOR PURPOSES OF THE PROVISIONS THEREOF RELATING TO SUCH ATTACHMENT,
PERFECTION, PRIORITY OR REMEDIES AND FOR PURPOSES OF DEFINITIONS RELATED TO SUCH
PROVISIONS.
(G)
"COLLATERAL" HAS THE MEANING AS SET FORTH IN THE SECURITY
AGREEMENT.
(H)
"COLLECTIONS" HAS THE MEANING AS SET FORTH IN SECTION 2(H).
(I)
"CONSTITUENT DOCUMENTS" MEANS (I) IN THE CASE OF A
CORPORATION, ITS ARTICLES OR CERTIFICATE OF INCORPORATION AND BYLAWS; (II) IN
THE CASE OF A GENERAL PARTNERSHIP, ITS PARTNERSHIP AGREEMENT; (III) IN THE CASE
OF A LIMITED PARTNERSHIP, ITS CERTIFICATE OF LIMITED PARTNERSHIP AND PARTNERSHIP
AGREEMENT; (IV) IN THE CASE OF A TRUST, ITS TRUST AGREEMENT; (V) IN THE CASE OF
A JOINT VENTURE, ITS JOINT VENTURE AGREEMENT; (VI) IN THE CASE OF A LIMITED
LIABILITY COMPANY, ITS ARTICLES OF ORGANIZATION AND OPERATING AGREEMENT OR
REGULATIONS; AND (VII) IN THE CASE OF ANY OTHER ENTITY, ITS ORGANIZATIONAL AND
GOVERNANCE DOCUMENTS AND AGREEMENTS.
(J)
"CONTROL" MEANS THE POSSESSION, DIRECTLY OR INDIRECTLY, OF
THE POWER TO DIRECT OR CAUSE THE DIRECTION OF THE MANAGEMENT OR POLICIES OF A
PERSON, WHETHER THROUGH THE ABILITY TO EXERCISE VOTING POWER, BY CONTRACT OR
OTHERWISE. "CONTROLLING" AND "CONTROLLED" HAVE MEANINGS CORRELATIVE THERETO.
(K)
"DEBT" MEANS, WITH RESPECT TO EACH PERSON, WITHOUT
DUPLICATION, THE SUM OF THE FOLLOWING CALCULATED IN ACCORDANCE WITH GAAP:
(I)
ALL LIABILITIES, OBLIGATIONS AND INDEBTEDNESS FOR BORROWED
MONEY OF SUCH PERSON INCLUDING, BUT NOT LIMITED TO, OBLIGATIONS EVIDENCED BY
BONDS, DEBENTURES, NOTES OR OTHER SIMILAR INSTRUMENTS OF SUCH PERSON;
(II)
ALL OBLIGATIONS FOR THE DEFERRED PURCHASE PRICE OF PROPERTY
OR SERVICES OF ANY SUCH PERSON, EXCEPT TRADE PAYABLES ARISING IN THE ORDINARY
COURSE OF SUCH PERSON'S BUSINESS NOT MORE THAN NINETY (90) DAYS PAST DUE;
(III)
ALL CAPITAL LEASE OBLIGATIONS OF SUCH PERSON (REGARDLESS OF
WHETHER ACCOUNTED FOR AS INDEBTEDNESS UNDER GAAP);
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(IV)
ALL GUARANTEES THAT HAVE THE ECONOMIC EFFECT OF GUARANTEEING
THE PAYMENT OF