THE "BENEFICIAL OWNER" (AS DEFINED
IN RULES 13D-3 AND 13D-5 UNDER THE EXCHANGE ACT), DIRECTLY, OR INDIRECTLY, OF
MORE THAN FIFTY PERCENT (50%) OF THE AGGREGATE VOTING POWER OF ALL CLASSES OF
CAPITAL STOCK OF BORROWER ENTITLED TO VOTE GENERALLY IN AN ELECTION OF
DIRECTORS; (II) BORROWER IS MERGED WITH OR INTO ANOTHER CORPORATION OR ANOTHER
CORPORATION IS MERGED WITH OR INTO BORROWER WITH THE EFFECT THAT IMMEDIATELY
AFTER SUCH TRANSACTION THE STOCKHOLDERS OF BORROWER IMMEDIATELY PRIOR TO SUCH
TRANSACTION HOLD LESS THAN A MAJORITY IN INTEREST OF THE TOTAL VOTING POWER
ENTITLED TO VOTE IN THE ELECTION OF DIRECTORS, MANAGERS OR TRUSTEES OF THE
ENTITY SURVIVING THE TRANSACTION; OR (III) TO THE EXTENT NOT OTHERWISE THEN
CONSTITUTING AN EVENT OF DEFAULT, ALL OR SUBSTANTIALLY ALL OF THE ASSETS OF
BORROWER OR A PRIMARY OBLIGOR ARE SOLD TO ANY PERSON OR PERSONS (AS AN ENTIRETY
IN ONE TRANSACTION OR A SERIES OF RELATED TRANSACTIONS).
FOR PURPOSES OF THIS
SECTION 9.15, "CAPITAL STOCK" OF ANY PERSON MEANS ANY AND ALL SHARES, INTERESTS,
PARTICIPATIONS OR OTHER EQUIVALENTS IN THE EQUITY (HOWEVER DESIGNATED) OF SUCH
PERSON AND ANY RIGHTS (OTHER THAN DEBT SECURITIES CONVERTIBLE INTO AN EQUITY
INTEREST), WARRANTS OR OPTIONS TO ACQUIRE AN EQUITY INTEREST IN SUCH PERSON); OR
9.16
MANAGEMENT.
IF JAMES SARTAIN CEASES TO BE EMPLOYED FULL-TIME WITH
BORROWER AND RESPONSIBLE FOR THE DAY TO DAY MANAGEMENT OF BORROWER.
SUCH
OCCURRENCE SHALL BE AN EVENT OF DEFAULT WITHOUT NOTICE OR CURE PERIOD, UNLESS
BORROWER EMPLOYS A REPLACEMENT OFFICER OF BORROWER HAVING THE DUTIES OF MR.
SARTAIN ACCEPTABLE TO LENDERS IN THEIR REASONABLE DISCRETION WITHIN NINETY (90)
DAYS AFTER MR. SARTAIN CEASES TO BE EMPLOYED; OR
9.17
COURT ORDERS.
TO THE EXTENT NOT OTHERWISE CONSTITUTING AN EVENT OF
DEFAULT, IF BORROWER, ANY PRIMARY OBLIGOR OR ANY OTHER LOAN PARTY IS ENJOINED,
RESTRAINED OR IN ANY WAY PREVENTED BY COURT ORDER FROM CONDUCTING ALL OR ANY
MATERIAL PART OF ITS BUSINESS OR AFFAIRS AND SUCH PERSON CONSENTS (BY ACTION,
INACTION OR OTHERWISE) TO SUCH ORDER OR SUCH ORDER REMAINS IN EFFECT FOR A
PERIOD OF 30 DAYS; OR
45
9.18
DISSOLUTION.
BORROWER, ANY PRIMARY OBLIGOR OR ANY OTHER LOAN PARTY
SHALL DISSOLVE, FULLY LIQUIDATE OR SUSPEND OR DISCONTINUE ITS BUSINESS; OR
then, and in any such event, and at any time thereafter, if any Event of Default
shall then be continuing, Agent may (and shall, if instructed in writing by the
Majority Lenders) by written notice to Borrower: (i) declare the principal of
and accrued interest on the Loans of Borrower to be, whereupon the same shall
forthwith become, due and payable without presentment, demand, protest or other
notice of any kind, all of which are hereby waived by Borrower; and/or (ii)
declare the Commitments of Lenders terminated, whereupon such Commitments shall
forthwith terminate immediately; provided that if any Event of Default described
in Section 9.8 shall occur with respect to Borrower, the result which would
otherwise occur only upon the giving of written notice by Agent to Borrower as
herein