Common use of Material Adverse Change Clause in Contracts

Material Adverse Change. If there (i) occurs a material adverse change in the business, operations, or condition (financial or otherwise) of the Borrower, or (ii) is a material impairment of the prospect of repayment of any portion of the Obligations or (iii) is a material impairment of the value or priority of Bank's security interests in the Collateral;

Material Adverse Change. If there (i) occurs a material adverse change in the business, operations, or financial condition (financial or otherwise) of the Borrower, or (ii) is a material impairment of the prospect of repayment of any portion of the Obligations Obligations; or (iii) is a material impairment of the value or priority of Bank's ’s security interests in the Collateral;Collateral (the foregoing being defined as a “Material Adverse Change”).

Material Adverse Change. If there (i) occurs a material adverse change in the business, operations, or financial condition (financial or otherwise) of the Borrower, or (ii) is a material impairment of the prospect of repayment of any portion of the Obligations Obligations; or (iii) is a material impairment of the value or priority of Bank's security interests in the Collateral;Collateral (the foregoing being defined as a "Material Adverse Change").

Material Adverse Change. If there (i) occurs The occurrence of a material adverse change in the business, operations, operations or financial condition (financial or otherwise) of the Borrower, or (ii) is a material impairment of the prospect of repayment of any portion of the Obligations or (iii) is a material impairment of the value or priority of Bank's security interests in the Collateral;; or

Material Adverse Change. If there (i) occurs a material adverse change in the business, operations, or condition (financial or otherwise) of the Borrower, Borrower or (ii) is a material impairment of the prospect of repayment of any portion of the Obligations or (iii) is a material impairment of the value or priority of Bank's security interests in the Collateral;

Material Adverse Change. If there (i) occurs a material adverse change in the business, operations, or condition (financial or otherwise) of the Borrower, or (ii) is a material impairment of the prospect of repayment of any portion of the Obligations or (iii) is a material impairment of the value or priority of Bank's security interests in the Collateral;.

Material Adverse Change. If there (i) occurs a material adverse change in the business, operations, or condition (financial or otherwise) of the Borrower, or (ii) is a material impairment of the prospect of repayment of any portion of the Obligations or (iii) is a material impairment of the value or priority of Bank's ’s security interests in the Collateral;.

Material Adverse Change. If there (i) occurs a material adverse change in the business, business operations, or condition (financial or otherwise) of the Borrower, ; or (ii) is a material impairment of the prospect of repayment of any portion of the Obligations Obligations; or (iii) is a material impairment of the value or priority of Bank's ’s security interests in the Collateral;.

Material Adverse Change. If there (i) occurs a material adverse change in the business, operations, or condition (financial or otherwise) of the Borrower, or (ii) is a material impairment of the prospect of repayment of any portion of the Obligations or (iii) is a material impairment of the value or priority of Bank's security interests in the Collateral;Collateral (any of the foregoing is referred to herein as a "Material Adverse Change").

Material Adverse Change. If there (i) occurs a material adverse change in the business, operations, or condition (financial or otherwise) of the Borrower, or (ii) is a material impairment of the prospect of repayment of any portion of the Obligations or (iii) is a material impairment of the value or priority of Bank's security interests in the Collateral;

Material Adverse Change. If there (i) occurs a material adverse change ----------------------- in the business, operations, or condition (financial or otherwise) of the Borrower, or (ii) is a material impairment of the prospect of repayment of any portion of the Obligations or (iii) is a material impairment of the value or priority of Bank's security interests in the Collateral;

Material Adverse Change. If there (i) occurs a material adverse change in the business, operations, or condition (financial or otherwise) of the Borrower, or (ii) is a material impairment of the prospect of repayment of any portion of the Obligations Obligations; or (iii) is a material impairment of the value or priority of Bank's security interests in the Collateral;.

Material Adverse Change. If there (i) occurs a material adverse change in the business, operations, or condition (financial or otherwise) of the Borrower, or (ii) is a material impairment of the prospect of repayment of any portion of the Obligations or (iii) is a material impairment of the value or priority of Bank's security interests in the CollateralObligations;

Material Adverse Change. If there (i) occurs a material adverse change in the business, operations, or condition (financial or otherwise) of the Borrower, or (ii) is a material impairment of the prospect of repayment of any portion of the Obligations Obligations, or (iii) is a material impairment of the value or priority of Bank's security interests in the Collateral;

Material Adverse Change. If there (i) occurs a material adverse change in the business, operations, or condition (financial or otherwise) of the BorrowerBorrower or any Subsidiary, or (ii) is a material impairment of the prospect of repayment of any portion of the Obligations or (iii) is a material impairment of the value or priority of Bank's security interests in the Collateral;

Material Adverse Change. If there (i) occurs a material adverse change in the business, operations, or condition (financial or otherwise) of the Borrower, or (ii) is a material impairment of the prospect of repayment of any portion of the Obligations or (iii) is a material impairment of the value or priority of Bank's security interests in the Collateral;Obligations.

Material Adverse Change. If there (i) occurs a material adverse change in the business, operations, or condition (financial or otherwise) of the Borrower, or (ii) is a material impairment of the prospect of repayment of any portion of the Obligations or (iii) is a material impairment of the value or priority of Bank's ’s security interests in the Collateral;Collateral (any of the foregoing is referred to herein as a “Material Adverse Change”).

Material Adverse Change. If there (i) occurs a material adverse change in the business, operations, or condition (financial or otherwise) of the Borrower, or (ii) is a material impairment of the prospect of repayment of any portion of the Obligations or (iii) is the foregoing being defined as a material impairment of the value or priority of Bank's security interests in the Collateral;“Material Adverse Change”).

Material Adverse Change. If there (i) occurs a material adverse change in the business, business operations, or condition (financial or otherwise) of the Borrower, ; or (ii) is a material impairment of the prospect of repayment of any portion of the Obligations Obligations; or (iii) is a material impairment of the value or priority of Bank's ’s security interests in the Collateral;

Material Adverse Change. If there (i) occurs a material adverse change in ----------------------- the business, operations, or condition (financial or otherwise) of the Borrower, or (ii) is a material impairment of the prospect of repayment of any portion of the Obligations or (iii) is a material impairment of the value or priority of Bank's security interests in the CollateralCollateral (any of the foregoing events or occurrences is referred to herein as a "Material Adverse Change");

Material Adverse Change. If there (i) occurs a material adverse change in the business, business operations, or condition (financial or otherwise) of the Borrower, ; or (ii) is a material impairment of the prospect of repayment of any portion of the Obligations Obligations; or (iii) is a material impairment of the value or priority of Bank's security interests in the Collateral;.

Material Adverse Change. If there (i) occurs a material adverse change in the business, operations, or condition (financial or otherwise) of the Borrower, or (ii) is a material impairment of the prospect of repayment of any portion of the Obligations or (iii) is a material impairment of the value or priority of Bank's ’s security interests in the CollateralCollateral (each of (i), (ii) and (iii) above shall be referred to herein as a “Material Adverse Change”);

Material Adverse Change. If there (i) occurs a material adverse change in the business, operations, or condition (financial or otherwise) of the BorrowerBorrowers and their Subsidiaries taken as a whole, or (ii) is a material impairment of the prospect of repayment of any portion of the Obligations or (iii) is a material impairment of the value or priority of Bank's ’s security interests in the Collateral;.

Material Adverse Change. If there (i) occurs a material adverse change in the business, operations, or condition (financial or otherwise) of the any Borrower, or (ii) is a material impairment of the prospect of repayment of any portion of the Obligations or (iii) is a material impairment of the value or priority of Bank's ’s security interests in the Collateral;.

Material Adverse Change. If there (ia) occurs a material adverse change in the business, operations, or condition (financial or otherwise) of the Borrower, or (iib) is a material impairment of the prospect of repayment of any portion of the Obligations Obligations, or (iiic) is a material impairment of the value or priority of Bank's ’s security interests in the Collateral;

Material Adverse Change. If there (i) occurs occurs, compared to the date hereof, a material adverse change in the business, operations, or condition (financial or otherwise) of the Borrower, or (ii) is a material impairment of the prospect of repayment of any portion of the Obligations or (iii) is a material impairment of the value or priority of Bank's security interests in the Collateral (assuming that as of the date hereof the Bank has a first perfected security interest in the Collateral, subject only to the Permitted Liens);

Material Adverse Change. If there (i) occurs a material adverse change in the business, operations, operations or condition (financial or otherwise) of the Borrower, or (ii) is Borrower that results in a material impairment of the prospect of repayment of any portion of the Obligations or (iii) is a material impairment of the value or priority of Bank's security interests interest in a material portion of the Collateral;

Material Adverse Change. If there (i) occurs a material adverse change in the business, operations, or condition (financial or otherwise) of the Borrower, or (ii) is a material impairment of the prospect of repayment of any portion of the Obligations Obligations; or (iii) is a material impairment of the value or priority of Bank's ’s security interests in the Collateral;.

Material Adverse Change. If there (i) occurs a material adverse change in the business, operations, or condition (financial or otherwise) of the Borrower, ; or (ii) is a material impairment of the prospect of repayment of any portion of the Obligations Obligations; or (iii) is a material impairment of the value or priority of Bank's security interests in a material portion of the Collateral;

Material Adverse Change. If there (i) occurs a material adverse change in the business, operations, or condition (financial or otherwise) of the Borrower, or (ii) is a material impairment of the prospect of repayment of any nay portion of the Obligations or (iii) is a material impairment of the value or priority of Bank's ’s security interests in the Collateral;.

Material Adverse Change. If there (i) occurs a material adverse change in the business, operations, or condition (financial or otherwise) or prospects of the Borrower, or (ii) is a material impairment of the prospect of repayment of any portion of the Obligations or (iii) is a material impairment of the value or priority of BankLender's security interests in the Collateral;

Material Adverse Change. If there (ia) occurs a material adverse change in the business, operations, or condition (financial or otherwise) of the Borrower, or (iib) is a material impairment of the prospect of repayment of any portion of the Obligations or (iiic) is a material impairment of the value or priority of Bank's security interests in the Collateral;

Material Adverse Change. If there (i) occurs a material adverse change in the business, business operations, or condition (financial or otherwise) of the Borrower, ; or (ii) is a material impairment of the prospect of repayment of any portion of the Obligations Obligations; or (iii) is a material impairment of the value or priority of Bank's security interests in the Collateral;."

Material Adverse Change. If there (i) occurs a material adverse change in the business, operations, or condition (financial or otherwise) of the BorrowerBorrower and its Subsidiaries taken as a whole, or (ii) is a material impairment of Borrower's ability to repay the prospect of repayment of any portion of the outstanding Obligations in their entirety or (iii) is a material impairment of the value or priority of Bank's security interests in the Collateral;

Material Adverse Change. If there (i) occurs a material adverse change in the business, operations, or condition (financial or otherwise) of the Borrower, or (ii) is a material impairment of the prospect of repayment of any portion of the Obligations or (iii) is a material impairment of the value or priority of Bank's security interests interest in the Collateral;.

Material Adverse Change. If there (i) occurs a material adverse change in the business, operations, or financial condition (financial or otherwise) of the Borrower, ; or (ii) is a material impairment of the prospect of repayment of any portion of the Obligations Obligations; or (iii) is a material impairment of the value or priority of Bank's ’s security interests in the Collateral;.

Material Adverse Change. If there (ia) occurs a material adverse change in the general affairs, management, business, operations, or condition (financial or otherwise) of the Borrower, or (iib) is a material impairment of the prospect of repayment of any portion of the Obligations Obligations; or (iiic) is a material impairment of the value or priority of Bank's security interests in the CollateralCollateral (the foregoing being defined as a "Material Adverse Change");

Material Adverse Change. If there (i) occurs a material adverse change in the business, business operations, or condition (financial or otherwise) of the BorrowerCompany and its Subsidiaries, on a consolidated basis; or (ii) is a material impairment of the prospect of repayment of any portion of the Obligations Obligations; or (iii) is a material impairment of the value or priority of Bank's ’s security interests in the Collateral;Collateral (the foregoing being referred to as a “Material Adverse Change”).

Material Adverse Change. If there (i) occurs a material ----------------------- adverse change in the business, operations, or condition (financial or otherwise) of the any Borrower, or (ii) is a material impairment of the prospect of repayment of any portion of the Obligations or (iii) is a material impairment of the value or priority of Bank's security interests in the Collateral;

Material Adverse Change. If there (i) occurs a material adverse change in the business, operations, or condition (financial or otherwise) of the Borrower, or (ii) is a material impairment of the prospect of repayment of any portion of the Obligations Obligations, or (iii) is a material impairment of the value or priority of Bank's security interests in the Collateral, which is not covered by adequate insurance;

Material Adverse Change. If there (i) occurs a material adverse ----------------------- change in the business, operations, or condition (financial or otherwise) of the Borrower, Borrower or (ii) is a material impairment of the prospect of repayment of any portion of the Obligations or (iii) is a material impairment of the value or priority of BankLender's security interests in the Collateral;

Material Adverse Change. If there (i) occurs a material adverse ----------------------- change in the business, operations, or condition (financial or otherwise) of the Borrower, or (ii) is a material impairment of the prospect of repayment of any portion of the Obligations or (iii) is a material impairment of the value or priority of Bank's security interests in the Collateral;

Material Adverse Change. If there There occurs (i) occurs a material adverse change in the business, operations, operations or condition (financial or otherwise) of the Borrower, or (ii) is a material impairment of the prospect of repayment of any portion of the Obligations Obligations, or (iii) is a material impairment of to the value or priority of Bank's security interests interest in the Collateral;Collateral (or any material portion thereof).

Material Adverse Change. (i) If there (i) occurs a material adverse change in the business, operations, or condition (financial or otherwise) of the Borrower, or (ii) is a material impairment of the prospect of repayment of any portion of the Obligations or (iii) is a material impairment of the value or priority of Bank's security interests in the Collateral;

Material Adverse Change. If there (i) occurs a material adverse change in the business, operations, or condition (financial or otherwise) of the any Borrower, or (ii) is a material impairment of the prospect of repayment of any portion of the Obligations Obligations, or (iii) is a material impairment of the value or priority of Bank's ’s security interests in the Collateral;

Material Adverse Change. If there (i) occurs a material adverse change in the business, operations, or financial condition (financial or otherwise) of the Borrower, or (ii) is a material impairment of the prospect of repayment of any portion of the Obligations Obligations; or (iii) is a material impairment of the value or priority of Bank's Lender’s security interests in the Collateral;Collateral (the foregoing being defined as a “Material Adverse Change”).

Material Adverse Change. If there (i) occurs a material adverse change in the business, operations, or condition (financial or otherwise) of the Borrower, or (ii) is a material impairment of the prospect of repayment of any portion of the Obligations Obligations; or (iii) is a material impairment of the value or priority of Bank's security interests in the Collateral;Collateral (the foregoing being defined as a "Material Adverse Change").

Material Adverse Change. If there (i) occurs a material adverse change in the business, operations, or condition (financial or otherwise) of the Borrower, or (ii) is a material impairment of the prospect of repayment of any portion of the Obligations taken as a whole; or (iii) is a material impairment of the value (other than as a result of ordinary wear and tear and and depreciation under GAPP or priority of Bank's security interests in the Collateral;.

Material Adverse Change. If there (i) occurs a material adverse change in the business, operations, or condition (financial or otherwise) of the any Borrower, or (ii) is is, based upon a reasonable standard, a material impairment of the prospect of repayment of any portion of the Obligations or (iii) is a material impairment of the value or priority of Bank's security interests in the Collateral;

Material Adverse Change. If there (i) occurs a material adverse change in the business, operations, or condition (financial or otherwise) of the Borrower, or (ii) is a material impairment of the prospect of repayment of any portion of the Obligations Obligations, other than due to general economic conditions, or (iii) is a material impairment of the value of the Collateral or a negative change in the priority of Bank's security interests in the Collateral; and the occurrence of any one of which shall, for purposes of this Agreement, constitute a "Material Adverse Change";

Material Adverse Change. If there (ia) occurs a material adverse change in the business, operations, or financial condition (financial or otherwise) of the Borrower, or (iib) is a material impairment of the prospect of repayment of any portion of the Obligations Obligations; or (iiic) is a material impairment of the value or priority of Bank's security interests in the CollateralCollateral (the foregoing being defined as a "Material Adverse Change");

Material Adverse Change. If there (i) occurs a material adverse change in the business, operations, or condition (financial or otherwise) of the Borrower, or (ii) is a material impairment of the prospect of repayment of any portion of the Obligations or (iii) is a material impairment of the value or priority of Bank's security interests in the Collateral, which is not covered by adequate insurance;

Material Adverse Change. If there (i) occurs a material adverse change in the business, operations, or condition (financial or otherwise) of the Borrower, or (ii) is a material impairment of the prospect of repayment of any portion of the Obligations or (iii) is a material impairment of the value or priority of Bank's security interests in the Collateral;Collateral (each of (i), (ii) or (iii) being called a "Material Adverse Change").

Material Adverse Change. If there (i) occurs a material adverse change in the business, operations, or condition (financial or otherwise) of the Borrower, or (ii) is a material impairment of the prospect of repayment of any portion of the Obligations or (iii(i) and (ii) each being a "Material Adverse Change"). 2.15 The Loan Agreement is a material impairment of hereby further amended by deleting Section 9.2 in its entirety and by replacing it with the value or priority of Bank's security interests in the Collateral;following:

Material Adverse Change. If there occurs (i) occurs a material adverse change in the business, operations, or condition (financial or otherwise) of the Borrower, or (ii) is a material impairment of in the prospect of repayment of any portion of the Obligations Obligations, or (iii) is a material impairment of the value (other than normal depreciation) or priority of Bank's security interests interest in the Collateral;.

Material Adverse Change. If there occurs: (i) occurs a material adverse change in the business, operations, or condition (financial or otherwise) other condition of the Borrower, ; or (ii) is a material impairment of the prospect of repayment of any portion of the Obligations Obligations; or (iii) is a material impairment of the value or priority of Bank's security interests in the Collateral;

Material Adverse Change. If there There occurs (i) occurs a material adverse change in the business, operations, operations or condition (financial or otherwise) of the Borrower, or (ii) is a material impairment of the prospect of repayment of any portion of the Obligations Obligations, or (iii) is a material impairment of to the value or priority of Bank's security interests interest in the Collateral;Collateral (or any material portion thereof).

Material Adverse Change. If there (i) occurs a material adverse change in the business, operations, or condition (financial or otherwise) of the any Borrower, or (ii) is a material impairment of the prospect of repayment of any portion of the Obligations or (iii) is a material impairment of the value or priority of the Bank's security interests in the Collateral;

Material Adverse Change. If there There occurs (i) occurs a material adverse change in the business, operations, operations or condition (financial or otherwise) of the Borrower, or (ii) is a material impairment of the prospect of repayment of any portion of the Obligations Obligations, or (iii) is a material impairment of to the value of, or the priority of Bank's security interests in Lien upon, the Collateral;Collateral (or any material portion thereof).

Material Adverse Change. If there (i) occurs a material adverse change in the business, business operations, or condition (financial or otherwise) of the Borrower, Borrowers taken together; or (ii) is a material impairment of the prospect of repayment of any portion of the Obligations Obligations; or (iii) is a material impairment of the value or priority of Bank's ’s security interests in the CollateralCollateral (each a “Material Adverse Change”);

Material Adverse Change. If there (i) occurs a material adverse change in the business, operations, or condition (financial or otherwise) of the BorrowerBorrowers and their Subsidiaries taken as a whole, or (ii) is a material impairment of the prospect of repayment of any portion of the Obligations or (iii) is a material impairment of the value or priority of Bank's security interests in the Collateral;.

Material Adverse Change. If there (i) occurs a material adverse change in the business, operations, or condition (financial or otherwise) of the Borrower, or (ii) is a material impairment of the prospect of repayment of any portion of the Obligations or (iii) is a material impairment of the value or priority of Bank's security interests in the Collateral;Collateral ((i) - (iii) each being a "Material Adverse Change").

Material Adverse Change. If there (i) occurs a material adverse change in the business, operations, or condition (financial or otherwise) of the Borrower, Borrower or (ii) is a material impairment of the prospect of repayment of Borrower's ability to repay any portion of the Obligations when and as due or (iii) is a material impairment of the value or priority of Bank's security interests in the Collateral;

Material Adverse Change. If there (i) occurs a material adverse change in the business, operations, or condition (financial or otherwise) of the Borrower, or (ii) is a material impairment of the prospect of repayment of any portion of the Obligations or (iii) is a material impairment of the value or priority of Bank's security interests in the Collateral;Collateral (each of (i), (ii) and (iii) above shall be referred to herein as a "Material Adverse Change").

Material Adverse Change. If there (ia) occurs a material adverse change in the business, operations, or condition (financial or otherwise) of the Borrower, or (iib) is a material impairment of the prospect of repayment of any portion of the Obligations Obligations; or (iiic) is a material impairment of the value or priority of Bank's ’s security interests in the CollateralCollateral (the foregoing being defined as a “Material Adverse Change”);

Material Adverse Change. If there (i) occurs a material adverse change in the business, operations, or condition (financial or otherwise) or prospects of the Borrower, Borrower or (ii) is a material impairment of the prospect of repayment of any portion of the Obligations or (iii) is a material impairment of the value or priority of Bank's ’s security interests in the Collateral;

Material Adverse Change. If there (i) occurs a material adverse change in the business, operations, or condition (financial or otherwise) of the Borrower, Borrower or (ii) is a material impairment of the prospect of repayment of any portion of the Obligations or (iii) is a material impairment of the value or priority of Bank's security interests in the Collateral;; provided that the foregoing is not intended to waive any rights available to Borrower under law.

Material Adverse Change. If there There occurs (i) occurs a material adverse change in the business, operations, operations or condition (financial or otherwise) of the Borrower, or (ii) is a material impairment of the prospect of repayment of any portion of the Obligations Obligations, or (iii) is a material impairment of to the value or priority of Bank's ’s security interests interest in the Collateral;Collateral (or any material portion thereof), all as determined by Bank in good faith.

Material Adverse Change. If there (i) occurs a material adverse change in the business, operations, or condition (financial or otherwise) of the Borrower, a Borrower or (ii) is a material impairment of the prospect of repayment of any portion of the Obligations or (iii) is a material impairment of the value or priority of BankServicing Agent's security interests in the Collateral;

Material Adverse Change. If there (i) occurs a material adverse change in the business, operations, or condition (financial or otherwise) of the Borrower, or (ii) is a material impairment of the prospect of repayment of any portion of the Obligations or (iii) is a material impairment of the value or priority of Bank's security interests in the Collateral;Company Collateral (each of (i), (ii) and (iii) a "Material Adverse Change").

Material Adverse Change. If there (i) occurs a material adverse change in the business, operations, or condition (financial or otherwise) of the Borrower, Borrower or (ii) is a material impairment of the prospect of repayment of any portion of the Obligations or (iii) is a material impairment of the value or priority of Bank's security interests in the Collateral, and Bank gives notice of any of the foregoing to Borrower;

Material Adverse Change. If there (i) occurs a material adverse change in the business, business operations, or condition (financial or otherwise) of the Borrower, ; or (ii) is a material impairment of the prospect of repayment of any portion of the Obligations Obligations; or (iii) is a material impairment of the value or priority of Bank's security interests in the Collateral;.

Material Adverse Change. If Adverse Change shall be deemed to have occurred if there (i) occurs a material adverse change in the business, operations, or condition (financial or otherwise) of the any Borrower, or (ii) is a material impairment of the prospect of repayment of any portion of the Obligations or (iii) is a material impairment of the value or priority of Bank's ’s security interests in the Collateral;Collateral which is not fully covered by insurance, as determined by Bank.

Material Adverse Change. If there (i) occurs a material adverse change in the business, operations, or condition (financial or otherwise) of the Borrower, or (ii) is a material impairment of the prospect of repayment of any portion of the Obligations or (iii) is a material impairment of the value value, perfection, or priority of Bank's security interests in the Collateral;

Material Adverse Change. If there (i) occurs a material adverse change in the business, operations, or condition (financial or otherwise) of the Borrower, or (ii) is a material impairment of the prospect of repayment of any portion of the Obligations or (iii) is a material impairment of the value or priority of Bank's security interests in the Collateral;:

Material Adverse Change. If there (i) occurs a material adverse change in the business, operations, or condition (financial or otherwise) of the BorrowerBorrowers, collectively, or (ii) is a material impairment of the prospect of repayment of any portion of the Obligations Obligations, or (iii) is a material impairment of the value or priority of Bank's security interests in the Collateral, which is not covered by adequate insurance;

Material Adverse Change. If there (i) occurs a material adverse change ---- ------------------------ in the business, operations, or condition (financial or otherwise) of the Borrower, or (ii) is a material impairment of the prospect of repayment of any portion of the Obligations as the same shall become due or (iii) is a material impairment of the value or priority of Bank's security interests in the Collateral;

Material Adverse Change. If there (ia) occurs a material adverse change in the business, operations, or financial condition (financial or otherwise) of the BorrowerBorrowers, or (iib) is a material impairment of the prospect of repayment of any portion of the Obligations Obligations; or (iiic) is a material impairment of the value or priority of Bank's security interests in the CollateralCollateral (the foregoing being defined as a "Material Adverse Change");

Material Adverse Change. If there (i) occurs a material adverse change in the business, operations, or condition (financial or otherwise) of the BorrowerBorrower and any Subsidiary which is a party to the Loan Documents taken as a whole, or (ii) is a material impairment of the prospect of repayment of any portion of the Obligations or (iii) is a material impairment of the value or priority of Bank's ’s security interests in the Collateral;.

Material Adverse Change. If there (i) occurs a material adverse change in the business, operations, or condition (financial or otherwise) of the Borrower, or (ii) is a material impairment of the prospect of repayment of any portion of the Obligations or (iii) is a material impairment of the value or priority of BankBorrower's security interests in the CollateralAssets;

Material Adverse Change. If there (ia) occurs a material adverse change in the business, operations, or condition (financial or otherwise) of the Borrower, or (iib) is a material impairment of the prospect of repayment of any portion of the Obligations or (iiic) is a material impairment of the value or priority of Bank's ’s security interests in the Collateral;

Material Adverse Change. If there (i) occurs a material adverse change in the business, operations, or condition (financial or otherwise) of the BorrowerBorrowers, or (ii) is a material impairment of the prospect of repayment of any portion of the Obligations or (iii) is a material impairment of the value or priority of Bank's security interests in the Collateral;.

Material Adverse Change. If there (i) occurs a material adverse change in the business, operations, or condition (financial or otherwise) of the Borrower, or (ii) is a material impairment of the prospect of repayment of any portion of the Obligations Obligation or (iii) is a material impairment of the value or priority of Bank's security interests in the Collateral;

Material Adverse Change. If there (ia) occurs a material adverse change in the business, operations, or condition (financial or otherwise) of the Borrower, or (iib) is a material impairment of the prospect of repayment of any portion of the Obligations or (iii) is a material impairment of the value or priority of Bank's security interests in the CollateralObligations;

Material Adverse Change. If there (i) occurs a material adverse change in the business, operations, or condition (financial or otherwise) of the Borrower, or (ii) is a material impairment of the prospect of repayment of any material portion of the Obligations or (iii) is a material impairment of the value or priority of BankLender's security interests in a material portion of the Collateral;Collateral (in any event, a "Material Adverse Change").

Material Adverse Change. If there (i) occurs a material adverse change in the business, operations, or condition (financial or otherwise) of the any Borrower, or (ii) is a material impairment of the prospect of repayment of any portion of the Obligations or (iii) is a material impairment of the value or priority of Bank's security interests in the Collateral;.

Material Adverse Change. If there (i) occurs a material adverse change in the business, operations, or condition (financial or otherwise) of the Borrower, or (ii) is a material impairment of the prospect of repayment of any portion of the Obligations or (iii) is the foregoing being deemed as a material impairment of the value or priority of Bank's security interests in the Collateral;"Material Adverse Change").

Material Adverse Change. If there (i) occurs a material adverse change in the business, operations, or condition (financial or otherwise) of the BorrowerCorporation and its Subsidiaries taken as a whole, or (ii) is a material impairment of Corporation’s ability to repay the prospect of repayment of any portion of the outstanding Obligations in their entirety or (iii) is a material impairment of the value or priority of Bank's Lender’s security interests in the Collateral;

Material Adverse Change. If there (i) occurs a material ----------------------- adverse change in the business, operations, or condition (financial or otherwise) of the Borrower, or (ii) is a material impairment of the prospect of repayment of any portion of the Obligations Obligations, or (iii) is a material impairment of the value or priority of Bank's security interests in the Collateral;

Material Adverse Change. If there (i) occurs a material adverse change in the business, operations, or condition (financial or otherwise) or prospects of the Borrower, a Borrower or (ii) is a material impairment of the prospect of repayment of any portion of the Obligations or (iii) is a material impairment of the value or priority of Bank's security interests in the Collateral;

Material Adverse Change. If after the date hereof there (ia) occurs a material adverse change in the business, operations, operations or condition (financial or otherwise) of the Borrower, Borrower or a material Subsidiary; (iib) is a material impairment of the prospect of repayment of any portion of the Obligations Obligations; or (iiic) is a material impairment of the value or priority of Bank's security interests in the Collateral;

Material Adverse Change. If there (i) occurs a material adverse change in the business, operations, or condition (financial or otherwise) of the Borrower, or (ii) is a material impairment of the prospect of repayment of any portion of the Obligations or (iii) is a material impairment of the value or priority of Bank's security interests in the Collateral;

Material Adverse Change. If there (i) occurs a material adverse change in the business, operations, or condition (financial or otherwise) of the Borrower, or (ii) is a material impairment of the prospect of repayment of any portion of the Obligations Obligations, or (iii) is a material impairment of the value or priority of Bank's security interests in the CollateralCollateral (the foregoing being defined as a "Material Adverse Change");

Material Adverse Change. If there (i) occurs a material adverse ----------------------- change in the business, operations, or condition (financial or otherwise) of the Borrower, or (ii) is a material impairment of the prospect of repayment of any portion of the Obligations Obligations, or (iii) is a material impairment of the value or priority of Bank's security interests in the Collateral;

Material Adverse Change. If there (i) occurs a material adverse change in the business, operations, or condition (financial or otherwise) of the Borrower, or (ii) is a material impairment of the prospect of repayment of any portion of the Obligations or (iii) is the foregoing being defined as a material impairment of the value or priority of Bank's security interests in the Collateral;"Material Adverse Change").

Material Adverse Change. If there (i) occurs a material adverse change ----------------------- in the business, operations, or condition (financial or otherwise) of the Borrower, or (ii) is a material impairment of the prospect of repayment of any portion of the Obligations or (iii) is a material impairment of the value or priority of Bank's security interests in any material portion of the Collateral;

Material Adverse Change. If there (i) occurs a material adverse change in the business, operations, financial condition or condition (financial or otherwise) prospects of the Borrower, Borrower or (ii) is a material impairment of the prospect of repayment of any portion of the Obligations or (iii) is a material impairment of the value or priority of Bank's ’s security interests in the Collateral;

Material Adverse Change. If there (i) occurs a material adverse change in the business, operations, or condition (financial or otherwise) of the either Borrower, or (ii) is a material impairment of the prospect of repayment of any portion of the Obligations or (iii) is a material impairment of the value or priority of Bank's security interests in the Collateral;

Material Adverse Change. If there (i) occurs a material adverse change in the business, operations, or condition (financial or otherwise) of the Borrower, ; or (ii) is a material impairment of the prospect of repayment of any portion of the Obligations Obligations; or (iii) is a material impairment of the value or priority of Bank's security interests in the Collateral;.

Material Adverse Change. If there (i) occurs a material adverse change in the business, operations, or condition (financial or otherwise) of the Borrower, or (ii) is a material impairment of the prospect of repayment of any portion of the Obligations Obligations, or (iii) is a material impairment of the value of the Collateral or a negative change in the priority of Bank's security interests in the Collateral; and the occurrence of any one of which shall, for purposes of this Agreement, constitute a "Material Adverse Change";