Common use of Certain Material Changes Clause in Contracts

Certain Material Changes. Except as specifically required, ------------------------ permitted or effected by this Agreement or as disclosed in any GBB Filings, since December 31, 1998, there has not been, occurred or arisen any of the following (whether or not in the ordinary course of business unless otherwise indicated): (a) any change in any of the assets, liabilities, permits, methods of accounting or accounting practices, business, or manner or conducting business, of GBB or the GBB Subsidiaries or any other event or development that has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB on a consolidated basis; (b) any damage, destruction or other casualty loss (whether or not covered by insurance) that has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB on a consolidated basis; (c) any amendment, modification or termination of any existing, or entry into any new, material contract or permit that has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB on a consolidated basis; or (d) any disposition by GBB or any of the GBB Subsidiaries of an asset the lack of which has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB on a consolidated basis.

Certain Material Changes. Except as specifically required, ------------------------ permitted or effected by this Agreement or as disclosed in any GBB FilingsAgreement, since December 31September 30, 1998, there has not been, occurred or arisen any of the following (whether or not in the ordinary course of business unless otherwise indicated): (a) any 4.17.1. Any change in any of the assets, liabilities, permits, methods of accounting or accounting practices, business, or manner or of conducting business, of GBB BAB or the GBB Subsidiaries BABANK or any other event or development that has had or may reasonably be expected to have have, individually or in the aggregate, a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB BAB on a consolidated basis; (b) any 4.17.2. Any damage, destruction or other casualty loss (whether or not covered by insurance) that has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB BAB on a consolidated basisbasis or that may involve a loss of more than $25,000 in excess of applicable insurance coverage; (c) any 4.17.3. Any amendment, modification or termination of any existing, or entry into any new, material contract or permit that has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB BAB on a consolidated basis; or; (d) any 4.17.4. Any disposition by GBB BAB or any of the GBB Subsidiaries BABANK of an asset the lack of which has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB BAB on a consolidated basis; or 4.17.5. Any direct or indirect redemption, purchase or other acquisition by BAB or BABANK of any equity securities or stock appreciation rights or any declaration, setting aside or payment of any dividend (except, in the case of the declaration, setting aside or payment of a cash dividend, as disclosed in the Financial Statements of BAB) or other distribution on or in respect of BAB Stock or stock appreciation rights whether consisting of money, other personal property, real property or other things of value.

Certain Material Changes. Except as specifically required, ------------------------ permitted or effected by this Agreement or as disclosed in any GBB FilingsAgreement, since December 31, 1998, there has not been, occurred or arisen any of the following (whether or not in the ordinary course of business unless otherwise indicated): (a) any 4.17.1. Any change in any of the assets, liabilities, permits, methods of accounting or accounting practices, business, or manner or of conducting business, of GBB BCS or the GBB Subsidiaries BBC or any other event or development that has had or may reasonably be expected to have have, individually or in the aggregate, a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB BCS on a consolidated basis; (b) any 4.17.2. Any damage, destruction or other casualty loss (whether or not covered by insurance) that has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB BCS on a consolidated basisbasis or that may involve a loss of more than $25,000 in excess of applicable insurance coverage; (c) any 4.17.3. Any amendment, modification or termination of any existing, or entry into any new, material contract or permit that has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB BCS on a consolidated basis; or; (d) any 4.17.4. Any disposition by GBB BCS or any of the GBB Subsidiaries BBC of an asset the lack of which has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB BCS on a consolidated basis; or 4.17.5. Any direct or indirect redemption, purchase or other acquisition by BCS or BBC of any equity securities or any declaration, setting aside or payment of any dividend (except for the payment of a cash dividend of $.40 per share to shareholders of record as of January 29, 1999) or other distribution on or in respect of BCS Stock whether consisting of money, other personal property, real property or other things of value.

Certain Material Changes. Except as specifically required, ------------------------ permitted or effected by this Agreement or as disclosed in any GBB FilingsAgreement, since December 31, 19981996, there has not been, occurred or arisen any of the following (whether or not in the ordinary course of business unless otherwise indicated): (a) any Any change in any of the assets, liabilities, permits, methods of accounting or accounting practices, business, or manner or of conducting business, of GBB PBC or the GBB Subsidiaries PREC or any other event or development that has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB on a consolidated basisPBC; (b) any Any damage, destruction or other casualty loss (whether or not covered by insurance) that has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB on PBC or that may involve a consolidated basisloss of more than $25,000 in excess of applicable insurance coverage; (c) any Any amendment, modification or termination of any existing, or entry into any new, material contract or permit that has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB on a consolidated basis; orPBC; (d) any Any disposition by GBB PBC or any of the GBB Subsidiaries PREC of an asset the lack of which has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB PBC; or (e) Any direct or indirect redemption, purchase or other acquisition by PBC or PREC of any equity securities or any declaration, setting aside or payment of any dividend (except, in the case of the declaration, setting aside or payment of a cash dividend, as disclosed in the Financial Statements of PBC) or other distribution on a consolidated basisor in respect of PBC Stock whether consisting of money, other personal property, real property or other things of value.

Certain Material Changes. Except as specifically required, ------------------------ permitted or effected by this Agreement or as disclosed in any GBB Filings, since December 31, 1998, there has not been, occurred or arisen any of the following (whether or not in the ordinary course of business unless otherwise indicated): (a) any 5.8.1. Any change in any of the assets, liabilities, permits, methods of accounting or accounting practices, business, or manner or conducting business, of GBB or the GBB Subsidiaries its subsidiaries or any other event or development that has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB on a consolidated basis; (b) any 5.8.2. Any damage, destruction or other casualty loss (whether or not covered by insurance) that has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB on a consolidated basis; (c) any 5.8.3. Any amendment, modification or termination of any existing, or entry into any new, material contract or permit that has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB on a consolidated basis; or (d) any 5.8.4. Any disposition by GBB or any of the GBB Subsidiaries its subsidiaries of an asset the lack of which has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB on a consolidated basis.

Certain Material Changes. Except as specifically required, ------------------------ permitted or effected by this Agreement or as disclosed in any GBB FilingsAgreement, since December 31, 1998, there has not been, occurred or arisen any of the following (whether or not in the ordinary course of business unless otherwise indicated): (a) any 4.17.1 Any change in any of the assets, liabilities, permits, methods of accounting or accounting practices, business, or manner or of conducting business, of GBB ONB, Orange or the GBB Subsidiaries Mortgage Brokerage or any other event or development that has had or may reasonably be expected to have have, individually or in the aggregate, a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB ONB on a consolidated basis; (b) any 4.17.2 Any damage, destruction or other casualty loss (whether or not covered by insurance) that has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB ONB on a consolidated basisbasis or that may involve a loss of more than $25,000 in excess of applicable insurance coverage; (c) any 4.17.3 Any amendment, modification or termination of any existing, or entry into any new, material contract or permit that has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB ONB on a consolidated basis; or; (d) any 4.17.4 Any disposition by GBB ONB, Orange or any of the GBB Subsidiaries Mortgage Brokerage of an asset the lack of which has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB ONB on a consolidated basis; or 4.17.5 Any direct or indirect redemption, purchase or other acquisition by ONB, Orange or Mortgage Brokerage of any equity securities or any declaration, setting aside or payment of any dividend (except, in the case of the declaration, setting aside or payment of a cash dividend, as disclosed in the Financial Statements of ONB) or other distribution on or in respect of ONB Stock whether consisting of money, other personal property, real property or other things of value.

Certain Material Changes. Except as specifically required, ------------------------ permitted or effected by this Agreement or as disclosed in any GBB FilingsAgreement, since December 31, 1998, there has not been, occurred or arisen any of the following (whether or not in the ordinary course of business unless otherwise indicated): (a) any change in any of the assets, liabilities, permits, methods of accounting or accounting practices, business, or manner or of conducting business, of GBB Coast or the GBB Subsidiaries CCB or any other event or development that has had or may reasonably be expected to have have, individually or in the aggregate, a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB Coast on a consolidated basis; (b) any damage, destruction or other casualty loss (whether or not covered by insurance) that has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB Coast on a consolidated basisbasis or that may involve a loss of more than $50,000 in excess of applicable insurance coverage; (c) any amendment, modification or termination of any existing, or entry into any new, material contract or permit that has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB Coast on a consolidated basis; or; (d) any disposition by GBB Coast or any of the GBB Subsidiaries CCB of an asset the lack of which has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB Coast on a consolidated basis; or (e) any direct or indirect redemption, purchase or other acquisition by Coast or CCB of any equity securities or any declaration, setting aside or payment of any dividend or other distribution on or in respect of Coast Stock whether consisting of money, other personal property, real property or other things of value (except for the payment of quarterly cash dividends of $0.08 per share to shareholders of record as of February 5, 1999, May 7, 1999, August 6, 1999 and November 4, 1999.

Certain Material Changes. Except as specifically required, ------------------------ permitted or effected by this Agreement or as disclosed in any GBB Filings, since December 31, 1998, there has not been, occurred or arisen any of the following (whether or not in the ordinary course of business unless otherwise indicated): (a) any change in any of the assets, liabilities, permits, methods of accounting or accounting practices, business, or manner or conducting business, of GBB or the GBB Subsidiaries or any other event or development that has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB on a consolidated basis; (b) any damage, destruction or other casualty loss (whether or not covered by insurance) that has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB on a consolidated basis; (c) any amendment, modification or termination of any existing, or entry into any new, material contract or permit that has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB on a consolidated basis; or (d) any disposition by GBB or any of the GBB Subsidiaries of an asset the lack of which has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB on a consolidated basis.

Certain Material Changes. Except as specifically required, permitted ------------------------ permitted or effected by this Agreement or as disclosed in any GBB Filings, since December 31, 1998, there has not been, occurred or arisen any of the following (whether or not in the ordinary course of business unless otherwise indicated): (a) any 5.8.1. Any change in any of the assets, liabilities, permits, methods of accounting or accounting practices, business, or manner or conducting business, of GBB or the GBB Subsidiaries its subsidiaries or any other event or development that has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB on a consolidated basis; (b) any 5.8.2. Any damage, destruction or other casualty loss (whether or not covered by insurance) that has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB on a consolidated basis; (c) any 5.8.3. Any amendment, modification or termination of any existing, or entry into any new, material contract or permit that has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB on a consolidated basis; or (d) any 5.8.4. Any disposition by GBB or any of the GBB Subsidiaries its subsidiaries of an asset the lack of which has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB on a consolidated basis.

Certain Material Changes. Except as specifically required, ------------------------ permitted or effected by this Agreement or as disclosed in any GBB FilingsAgreement, since December 31, 1998, there has not been, occurred or arisen any of the following (whether or not in the ordinary course of business unless otherwise indicated): (a) any change in any of the assets, liabilities, permits, methods of accounting or accounting practices, business, or manner or of conducting business, of GBB MDB or the GBB Subsidiaries MDNB or any other event or development that has had or may reasonably be expected to have have, individually or in the aggregate, a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB MDB on a consolidated basis; (b) any damage, destruction or other casualty loss (whether or not covered by insurance) that has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB MDB on a consolidated basisbasis or that may involve a loss of more than $25,000 in excess of applicable insurance coverage; (c) any amendment, modification or termination of any existing, or entry into any new, material contract or permit that has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB MDB on a consolidated basis; or; (d) any disposition by GBB MDB or any of the GBB Subsidiaries MDNB of an asset the lack of which has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB MDB on a consolidated basis; or (e) any direct or indirect redemption, purchase or other acquisition by MDB or MDNB of any equity securities or any declaration, setting aside or payment of any dividend or other distribution on or in respect of MDB Stock whether consisting of money, other personal property, real property or other things of value.

Certain Material Changes. Except as specifically required, ------------------------ permitted or effected by this Agreement or as disclosed in any GBB Filings, since December 31September 30, 1998, there has not been, occurred or arisen any of the following (whether or not in the ordinary course of business unless otherwise indicated): (a) any 5.8.1. Any change in any of the assets, liabilities, permits, methods of accounting or accounting practices, business, or manner or conducting business, of GBB or the GBB Subsidiaries its subsidiaries or any other event or development that has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB on a consolidated basis; (b) any 5.8.2. Any damage, destruction or other casualty loss (whether or not covered by insurance) that has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB on a consolidated basis; (c) any 5.8.3. Any amendment, modification or termination of any existing, or entry into any new, material contract or permit that has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB on a consolidated basis; or (d) any 5.8.4. Any disposition by GBB or any of the GBB Subsidiaries of an asset the lack of which has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB on a consolidated basis.; or

Certain Material Changes. Except as Previously Disclosed, as reflected in the ABD Financial Statements, or as specifically required, ------------------------ permitted or effected by this Agreement or as disclosed in any GBB FilingsAgreement, since December January 31, 19982001, there has not been, occurred or arisen any of the following (whether or not in the ordinary course of business unless otherwise indicated): (a) any change in any of the assets, liabilities, permits, methods of accounting or accounting practices, business, or manner or of conducting business, of GBB or the GBB Subsidiaries ABD or any other event or development that has had or may reasonably be expected to have have, individually or in the aggregate, a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB ABD on a consolidated basis; (b) any damage, destruction or other casualty loss (whether or not covered by insurance) that has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB ABD on a consolidated basisbasis or that may involve a loss of more than $100,000 in excess of applicable insurance coverage; (c) any amendment, modification or termination of any existing, or entry into any new, material contract or permit that has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB ABD on a consolidated basis; or; (d) any disposition by GBB or any of the GBB Subsidiaries ABD of an asset the lack of which has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB ABD on a consolidated basis; or (e) any direct or indirect redemption, purchase or other acquisition by ABD of any equity securities or any declaration, setting aside or payment of any dividend or other distribution on or in respect of ABD Common Stock whether consisting of money, other personal property, real property or other things of value.

Certain Material Changes. Except as specifically required, ------------------------ permitted or effected by this Agreement or as disclosed in any GBB Filings, since December 31, 19981999, there has not been, occurred or arisen any of the following (whether or not in the ordinary course of business unless otherwise indicated): (a) any change in any of the assets, liabilities, permits, methods of accounting or accounting practices, business, or manner or conducting business, of GBB or the GBB Subsidiaries or any other event or development that has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB on a consolidated basis; (b) any damage, destruction or other casualty loss (whether or not covered by insurance) that has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB on a consolidated basis; (c) any amendment, modification or termination of any existing, or entry into any new, material contract or permit that has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB on a consolidated basis; or (d) any disposition by GBB or any of the GBB Subsidiaries of an asset the lack of which has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB on a consolidated basis.

Certain Material Changes. Except as specifically required, ------------------------ permitted or effected by this Agreement or as disclosed in any GBB FilingsAgreement, since December 31, 1998, there has not been, occurred or arisen any of the following (whether or not in the ordinary course of business unless otherwise indicated): (a) any change in any of the assets, liabilities, permits, methods of accounting or accounting practices, business, or manner or of conducting business, of GBB or the GBB Subsidiaries BSC or any other event or development that has had or may reasonably be expected to have have, individually or in the aggregate, a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB BSC on a consolidated basis; (b) any damage, destruction or other casualty loss (whether or not covered by insurance) that has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB BSC on a consolidated basisbasis or that may involve a loss of more than $50,000 in excess of applicable insurance coverage; (c) any amendment, modification or termination of any existing, or entry into any new, material contract or permit that has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB BSC on a consolidated basis; or; (d) any disposition by GBB or any of the GBB Subsidiaries BSC of an asset the lack of which has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB BSC on a consolidated basis; or (e) any direct or indirect redemption, purchase or other acquisition by BSC of any equity securities or any declaration, setting aside or payment of any dividend or other distribution on or in respect of BSC Stock whether consisting of money, other personal property, real property or other things of value.

Certain Material Changes. Except as specifically required, ------------------------ permitted or effected by this Agreement or as disclosed in any GBB Filings, since December 31September 30, 1998, there has not been, occurred or arisen any of the following (whether or not in the ordinary course of business unless otherwise indicated): (a) any 5.8.1. Any change in any of the assets, liabilities, permits, methods of accounting or accounting practices, business, or manner or conducting business, of GBB or the GBB Subsidiaries its subsidiaries or any other event or development that has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB on a consolidated basis; (b) any 5.8.2. Any damage, destruction or other casualty loss (whether or not covered by insurance) that has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB on a consolidated basis; (c) any 5.8.3. Any amendment, modification or termination of any existing, or entry into any new, material contract or permit that has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB on a consolidated basis; or (d) any 5.8.4. Any disposition by GBB or any of the GBB Subsidiaries of an asset the lack of which has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB on a consolidated basis.; or 5.8.5. Any direct or indirect redemption, purchase or other acquisition by GBB or the Banks of any equity securities or stock appreciation rights or any declaration, setting aside or payment of any dividend (except, in the case of the declaration, setting aside or payment of a cash dividend, as disclosed in the Financial Statements of GBB or otherwise declared or paid consistent with past practice) or other distribution on or in respect of GBB Stock or stock appreciation rights whether consisting of money, other personal property, real property or other things of value, except pursuant to the Rights Agreement, dated as of November 17, 1998, between GBB and Norwest Bank Minnesota, N.A.

Certain Material Changes. Except as specifically required, ------------------------ permitted or effected by this Agreement or as disclosed in any GBB CVB Filings, since December 31, 1998, there has not been, occurred or arisen any of the following (whether or not in the ordinary course of business unless otherwise indicated): (a) any 5.9.1 Any change in any of the assets, liabilities, permits, methods of accounting or accounting practices, business, or manner or conducting business, of GBB CVB or the GBB Subsidiaries its subsidiaries or any other event or development that has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB CVB on a consolidated basis; (b) any 5.9.2 Any damage, destruction or other casualty loss (whether or not covered by insurance) that has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB CVB on a consolidated basis; (c) any 5.9.3 Any amendment, modification or termination of any existing, or entry into any new, material contract or permit that has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB CVB on a consolidated basis; or (d) any 5.9.4 Any disposition by GBB or any of the GBB Subsidiaries CVB of an asset the lack of which has had or may reasonably be expected to have a material adverse effect on the assets, liabilities, permits, business, financial condition, results of operations or prospects of GBB CVB on a consolidated basis.