Common use of Events of Default and Acceleration Clause in Contracts

Events of Default and Acceleration. If any of the following events ("Events of Default") shall occur: (a) the Borrower shall fail to pay any principal of the Loans or any Reimbursement Obligation when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment thereof; (b) the Borrower shall fail to pay any interest on the Loans, the Commitment Fee, any Letter of Credit Fee, the Agents' fee, or other sums due hereunder or under any of the other Loan Documents, when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment thereof, and such failure shall not have been cured within five (5) calendar days after such payment date; (c) the Borrower shall fail to comply with any of its covenants contained in 7.4, 7.5, the first sentence of 7.6, 7.8, 7.10, 7.12, 8 or 9; (d) the Borrower or any of its Subsidiaries shall fail to perform any term, covenant or agreement contained herein or in any of the other Loan Documents (other than those specified elsewhere in this 12.1) for thirty (30) days after any Designated Officer has knowledge of such failure; (e) any representation or warranty of the Borrower or any of its Subsidiaries in this Credit Agreement or any of the other Loan Documents or in any other document or instrument delivered pursuant to or in connection with this Credit Agreement shall prove to have been false in any material respect upon the date when made or deemed to have been made or repeated; (f) the Borrower or any of its Subsidiaries shall fail to pay at maturity, or within any applicable period of grace, any obligation for borrowed money or credit received or in respect of any Capitalized Leases in excess of $5,000,000 in aggregate principal amount, or fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound, evidencing or securing borrowed money or credit received or in respect of any Capitalized Leases in excess of $5,000,000 in aggregate principal amount for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereof; (g) the Borrower or any of its Subsidiaries shall make an assignment for the benefit of creditors, or admit in writing its inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator or receiver of the Borrower or any of its Subsidiaries or of any substantial part of the assets of the Borrower or any of its Subsidiaries or shall commence any case or other proceeding relating to the Borrower or any of its Subsidiaries under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or shall take any action to authorize or in furtherance of any of the foregoing, or if any such petition or application shall be filed or any such case or other proceeding shall be commenced against the Borrower or any of its Subsidiaries and the Borrower or any of its Subsidiaries shall indicate its approval thereof, consent thereto or acquiescence therein or such petition or application shall not have been dismissed within forty-five (45) days following the filing thereof; (h) a decree or order is entered appointing any such trustee, custodian, liquidator or receiver or adjudicating the Borrower or any of its Subsidiaries bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of the Borrower or any Subsidiary of the Borrower in an involuntary case under federal bankruptcy laws as now or hereafter constituted; (i) there shall remain in force, undischarged, unsatisfied and unstayed, for more than forty-five (45) days, whether or not consecutive, any final judgment against the Borrower or any of its Subsidiaries that, with other outstanding final judgments, undischarged, against the Borrower or any of its Subsidiaries exceeds in the aggregate $5,000,000 and the Borrower shall have failed to provide evidence satisfactory to the Agents and the Banks that such judgment or award is fully covered by independent third- party insurance; (j) the holders of all or any part of the Subordinated Debt or Permitted New Subordinated Debt shall accelerate the maturity of all or any part of such Indebtedness or the Subordinated Debt shall be redeemed or repurchased in whole or in part (other than with proceeds from Permitted New Subordinated Debt) or the Permitted New Subordinated Debt shall be redeemed or repurchased in whole or in part; (k) if any of the Loan Documents or any material provision thereof shall be canceled, terminated, revoked or rescinded, otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the Banks, or any action at law, suit or in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents or any material provision thereof shall be commenced by or on behalf of the Borrower (or any of its Subsidiaries party thereto) or any of their respective stockholders, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination that, or issue a judgment, order, decree or ruling to the effect that, any one or more of the Loan Documents or any material provision thereof is illegal, invalid or unenforceable in accordance with the terms thereof; (l) with respect to any Guaranteed Pension Plan, an ERISA Reportable Event shall have occurred and the Majority Banks shall have reasonably determined that such event reasonably could be expected to result in liability of the Borrower or any of its Subsidiaries to the PBGC or such Guaranteed Pension Plan in an aggregate amount exceeding $5,000,000 and such event in the circumstances occurring reasonably could constitute grounds for the termination of such Guaranteed Pension Plan by the PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such Guaranteed Pension Plan; or a trustee shall have been appointed by the United States District Court to administer such Plan; or the PBGC shall have instituted proceedings to terminate such Guaranteed Pension Plan; (m) with the Borrower or any of its Subsidiaries shall be enjoined, restrained or in any way prevented by the order of any court or any administrative or regulatory agency from conducting any material part of its business and such order shall continue in effect for more than thirty (30) days; (n) there shall occur any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty, which in any such case causes, for more than fifteen (15) consecutive days, the cessation or substantial curtailment of revenue producing activities of the Borrower and its Subsidiaries on a consolidated basis if such event or circumstance is not covered by business interruption insurance and would have a material adverse effect on the business or financial condition of the Borrower and its Subsidiaries, taken as a whole; (o) there shall occur the loss, suspension or revocation of, or failure to renew, any license, permit or consent issued by any government or government agency or authority now held or hereafter acquired by the Borrower or any of its Subsidiaries if such loss, suspension, revocation or failure to renew would have a material adverse effect on the business or financial condition of the Borrower and its Subsidiaries, taken as a whole; or (p) any Person or group of affiliated Persons, other than a group comprised of some or all of (i) Summit Ventures II, L.P., Summit Ventures IV, L.P., and Summit Subordinated Debt Fund, L.P., including for this purpose their affiliates and partners, (ii) current management of the Borrower and (iii) employee stockholders of the Borrower shall acquire in excess of fifty percent (50%) of the outstanding shares of Voting Stock of the Borrower; or (q) the Borrower or any other Person shall fail to perform or observe any term, covenant or agreement contained in the Collateral Documents on its part to be performed or observed and any such failure shall remain unremedied for a period of 30 days from the occurrence thereof, or any "Event of Default" as defined in any Collateral Document shall have occurred or any of the Collateral Documents after delivery thereof shall for any reason be revoked or invalidated, or otherwise cease to be in full force and effect (other than pursuant to the operation of Section 28), or the Borrower or any other Person shall contest in any manner the validity or enforceability thereof, or the Borrower or any other Person shall deny that it has any further liability or obligation thereunder; or any of the Collateral Documents for any reason, except to the extent permitted by the terms thereof, shall cease to create a valid and perfected first priority Lien subject only to Permitted Liens in any of the Collateral purported to be covered thereby; then, and in any such event, so long as the same may be continuing, the Agents may, and upon the request of the Majority Banks shall, by notice in writing to the Borrower declare all Obligations to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; provided that in the event of any Event of Default specified in 12.1(g), 12.1(h) or 12.1(j), all such amounts shall become immediately due and payable automatically and without any requirement of notice from the Agents or any Bank. 12.2.

Events of Default and Acceleration. If any of the following events ("Events of Default" or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, "Defaults") shall occur: (a) the Borrower shall fail to pay any principal of the Loans or any Reimbursement Obligation when within five (5) days after the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment thereof; (b) the Borrower shall fail to pay any interest on the Loans, the Commitment Fee, Loans or any Letter of Credit Fee, the Agents' fee, or other sums due hereunder or under any of the other Loan Documents, Documents when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment thereof, and such failure shall not have been cured within five (5) calendar days after such payment date; (c) the Borrower or the Company shall fail to comply with any of its covenants contained in 7.4, 7.5, the first sentence of 7.6, 7.8, 7.10, 7.127.7, 8 or 99 hereof; (d) the Borrower or any of its Subsidiaries Guarantor shall fail to perform any other term, covenant or agreement contained herein or in any of the other Loan Documents (other than those specified elsewhere in this 12.112) for thirty (30) days after any Designated Officer has knowledge written notice of such failurefailure from Agent to the Borrower; (e) any representation or warranty of the Borrower or any of its Subsidiaries in this Credit Agreement or any of the other Loan Documents or in any other document or instrument delivered pursuant to or in connection with this Credit Agreement Agreement, shall prove to have been false in any material respect upon the date when made or deemed to have been made or repeated, provided, however, that with respect to the representations and warranties of the Borrower contained in 6.2, 6.3, 6.13, 6.18 and in paragraphs (a), (c), (d), (e) and (f) of 6.22, if the condition or event making the representation and warranty false is capable of being cured by the Borrower, no enforcement action has been commenced against the Borrower or the applicable Mortgaged Property on account of such condition or event nor is the applicable Mortgaged Property subject to risk of forfeiture due to such condition or event, and the Borrower promptly commences the cure thereof after the Borrower's first obtaining knowledge of such condition or event, the Borrower shall have a period of thirty (30) days after the date that the Borrower first obtained knowledge of such condition or event during which the Borrower may cure such condition or event (or, if such condition or event is not reasonably capable of being cured within such thirty (30) day period, such additional period of time as may be reasonably required in order to cure such condition or event but in any event such period shall not exceed six (6) months from the date that the Borrower first obtained knowledge of such condition or event), and no Event of Default shall exist hereunder during such thirty (30) day or additional period so long as the Borrower continuously and diligently pursues the cure of such condition or event and the other conditions to such cure period have not changed; (f) the Borrower Borrower, the Company, any of the Related Companies or any of its Subsidiaries Permitted Joint Venture shall fail to pay at maturity, or within any applicable period of grace, any obligation for borrowed money or credit received or in respect of any Capitalized Leases in excess of $5,000,000 in aggregate principal amountRecourse Indebtedness, or shall fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound, evidencing or securing borrowed money or credit received or in respect of any Capitalized Leases in excess of $5,000,000 in aggregate principal amount Indebtedness for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereof, and in any event, such failure shall continue for thirty (30) days, unless the aggregate amount of all such defaulted Recourse Indebtedness plus the amount of any unsatisfied judgments described in paragraph (i) of this 12.1 is less than $30,000,000.00; (g) any of the Borrower Borrower, the Company or any of its Subsidiaries Guarantor shall make an assignment for the benefit of creditors, or admit in writing its inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator or receiver of the Borrower or any of its Subsidiaries or of any substantial part of the assets of the Borrower or any of its Subsidiaries properties or shall commence any case or other proceeding relating to the Borrower or any of its Subsidiaries under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or shall take any action to authorize or in furtherance of any of the foregoing, or if any such petition or application shall be filed or any such case or other proceeding shall be commenced against the Borrower or any of its Subsidiaries such Person and the Borrower or any of its Subsidiaries such Person shall indicate its approval thereof, consent thereto or acquiescence therein or any of the events described in this paragraph shall occur with respect to any other Related Company or any Permitted Joint Venture and such petition or application event shall not have been dismissed within forty-five (45) days following the filing thereofa Material Adverse Effect; (h) a decree or order is entered appointing any such trustee, custodian, liquidator or receiver or adjudicating the Borrower Borrower, the Company, or any of its Subsidiaries Guarantor bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of the Borrower Borrower, the Company, or any Subsidiary of the Borrower Guarantor in an involuntary case under federal bankruptcy laws as now or hereafter constitutedconstituted or any of the events described in this paragraph shall occur with respect to any other Related Company or any Permitted Joint Venture and such event shall have a Material Adverse Effect; (i) there shall remain in force, undischarged, unsatisfied and unstayed, for more than forty-five (45) thirty days, whether or not consecutive, any uninsured final judgment against the Borrower or any of its Subsidiaries that, with other outstanding uninsured final judgments, undischarged, against the Borrower Borrower, the Company or any of its Subsidiaries the Related Companies plus the amount of any defaulted Recourse Indebtedness under paragraph (f) of this 12.1, exceeds in the aggregate $5,000,000 and the Borrower shall have failed to provide evidence satisfactory to the Agents and the Banks that such judgment or award is fully covered by independent third- party insurance30,000,000.00; (j) the holders of all or any part of the Subordinated Debt or Permitted New Subordinated Debt shall accelerate the maturity of all or any part of such Indebtedness or the Subordinated Debt shall be redeemed or repurchased in whole or in part (other than with proceeds from Permitted New Subordinated Debt) or the Permitted New Subordinated Debt shall be redeemed or repurchased in whole or in part; (k) if any of the Loan Documents or any material provision thereof of any Loan Documents shall be canceledunenforceable, cancelled, terminated, revoked or rescinded, rescinded otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the BanksAgent, or any action at law, suit or in equity or other legal proceeding to make unenforceable, cancel, revoke or rescind any of the Loan Documents or any material provision thereof shall be commenced by or on behalf of the Borrower (or any of its Subsidiaries party thereto) or any of their respective stockholdersGuarantor, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination that, or issue a judgment, order, decree or ruling to the effect that, any one or more of the Loan Documents or any material provision thereof is illegal, invalid or unenforceable in accordance with the terms thereof; (l) with respect to any Guaranteed Pension Plan, an ERISA Reportable Event shall have occurred and the Majority Banks shall have reasonably determined that such event reasonably could be expected to result in liability of the Borrower or any of its Subsidiaries to the PBGC or such Guaranteed Pension Plan in an aggregate amount exceeding $5,000,000 and such event in the circumstances occurring reasonably could constitute grounds for the termination of such Guaranteed Pension Plan by the PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such Guaranteed Pension Plan; or a trustee shall have been appointed by the United States District Court to administer such Plan; or the PBGC shall have instituted proceedings to terminate such Guaranteed Pension Plan; (m) with the Borrower or any of its Subsidiaries shall be enjoined, restrained or in any way prevented by the order of any court or any administrative or regulatory agency from conducting any material part of its business and such order shall continue in effect for more than thirty (30) days; (n) there shall occur any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty, which in any such case causes, for more than fifteen (15) consecutive days, the cessation or substantial curtailment of revenue producing activities of the Borrower and its Subsidiaries on a consolidated basis if such event or circumstance is not covered by business interruption insurance and would have a material adverse effect on the business or financial condition of the Borrower and its Subsidiaries, taken as a whole; (o) there shall occur the loss, suspension or revocation of, or failure to renew, any license, permit or consent issued by any government or government agency or authority now held or hereafter acquired by the Borrower or any of its Subsidiaries if such loss, suspension, revocation or failure to renew would have a material adverse effect on the business or financial condition of the Borrower and its Subsidiaries, taken as a whole; or (p) any Person or group of affiliated Persons, other than a group comprised of some or all of (i) Summit Ventures II, L.P., Summit Ventures IV, L.P., and Summit Subordinated Debt Fund, L.P., including for this purpose their affiliates and partners, (ii) current management of the Borrower and (iii) employee stockholders of the Borrower shall acquire in excess of fifty percent (50%) of the outstanding shares of Voting Stock of the Borrower; or (qk) the Borrower or any other Person Guarantor shall be indicted for a federal crime, a punishment for which could include the forfeiture of any assets of the Borrower; (l) the Borrower shall fail to pay, observe or perform or observe any term, covenant covenant, condition or agreement contained in any agreement, document or instrument evidencing, securing or otherwise relating to any Indebtedness of the Collateral Documents on its part Borrower to be performed or observed and any such failure shall remain unremedied for a Bank (other than the Obligations) and/or relating to any Permitted Lien (other than the Obligations) within any applicable period of 30 days from the occurrence thereofgrace provided for in such agreement, document or instrument; (m) any "Event of Default" ", as defined in any Collateral Document shall have occurred or any of the Collateral other Loan Documents after delivery thereof shall for any reason be revoked or invalidated, or otherwise cease to be in full force and effect (other than pursuant to the operation of Section 28), or the Borrower or any other Person shall contest in any manner the validity or enforceability thereof, or the Borrower or any other Person shall deny that it has any further liability or obligation thereunder; or any of the Collateral Documents for any reason, except to the extent permitted by the terms thereofSubordinated Debenture Indenture, shall cease to create a valid and perfected first priority Lien subject only to Permitted Liens in any of the Collateral purported to be covered therebyoccur; then, and in any such event, so long as the same may be continuing, the Agents Agent may, and upon the request of the Majority Requisite Banks shall, by notice in writing to the Borrower declare all Obligations amounts owing with respect to this Agreement, the Notes and the other Loan Documents to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; provided that in the event of any Event of Default specified in 12.1(g), 12.1(h) or 12.1(j12.1(h), all such amounts shall become immediately due and payable automatically and without any requirement of notice from the Agents Agent or any Bankaction by the Requisite Banks. 12.2.

Events of Default and Acceleration. If any of the following events ("“Events of Default"” or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, “Defaults”) shall occur: (a) the Borrower shall fail to pay any principal of the Loans or any Reimbursement Obligation when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment thereofpayment; (b) the Borrower shall fail to pay any interest on the Loans, any reimbursement obligations with respect to the Commitment Fee, any Letter Letters of Credit Fee, the Agents' fee, or any fees or other sums due hereunder or under any of the other Loan Documents, Documents when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment thereof, and such failure shall not have been cured within five (5) calendar days after such payment datepayment; (c) the Borrower shall fail to comply with any of its covenants the covenant contained in 7.4§9.1 and such failure shall continue for five (5) Business Days after written notice thereof shall have been given to the Borrower by the Agent; the Borrower shall fail to perform any other term, 7.5covenant or agreement contained in §9.2, §9.3, §9.4 or §9.5; the Borrower, the first sentence of 7.6, 7.8, 7.10, 7.12, 8 or 9; (d) the Borrower Guarantors or any of its their respective Subsidiaries shall fail to perform any other term, covenant or agreement contained herein or in any of the other Loan Documents which they are required to perform (other than those specified elsewhere in the other subclauses of this 12.1) for thirty (30) days after any Designated Officer has knowledge of such failure§12 or in the other Loan Documents); (e) any representation or warranty made by or on behalf of the Borrower Borrower, the Guarantors or any of its their respective Subsidiaries in this Credit Agreement or any of the other Loan Documents Document, or any report, certificate, financial statement, request for a Loan, Letter of Credit Request, or in any other document or instrument delivered pursuant to or in connection with this Agreement, any advance of a Loan, the issuance of any Letter of Credit Agreement or any of the other Loan Documents shall prove to have been false in any material respect upon the date when made or deemed to have been made or repeated; (f) any of the Borrower Borrower, the Guarantors or any of its their Subsidiaries shall fail to pay when due (including, without limitation, at maturity), or within any applicable period of grace, any principal, interest or other amount on account any obligation for borrowed money or credit received or in respect of other Indebtedness (including under any Capitalized Leases in excess of $5,000,000 in aggregate principal amountDerivatives Contracts), or shall fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound, evidencing or securing any obligation for borrowed money or credit received or in respect of other Indebtedness (including under any Capitalized Leases in excess of $5,000,000 in aggregate principal amount Derivatives Contracts) for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereof or to require the settlement, termination, prepayment, purchase or redemption thereof; provided that the events described in §12.1(g) shall not constitute an Event of Default unless such failure to perform, together with other failures to perform as described in §12.1(g), involve (gi) in respect of Recourse Indebtedness, singly or in the Borrower aggregate obligations for borrowed money or credit received or other Indebtedness totaling in excess of $50,000,000.00 or (ii) in respect of Non-Recourse Indebtedness, singly or in the aggregate obligations for borrowed money or credit received or other Indebtedness totaling in excess of $75,000,000.00; the Borrower, any Guarantor or any of its Subsidiaries their respective Subsidiaries, (i) shall make an assignment for the benefit of creditors, or admit in writing its general inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator liquidator, monitor, receiver, receiver-manager, or receiver of the Borrower similar official for it or any of its Subsidiaries or of any substantial part of the assets of the Borrower or any of its Subsidiaries or assets, (ii) shall commence any case or other proceeding relating to the Borrower or any of its Subsidiaries it under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effectInsolvency Law, or (iii) shall take any action to authorize or in furtherance of any of the foregoing, or if any such ; a petition or application shall be filed for the appointment of a trustee or other custodian, liquidator, receiver, monitor, receiver-manager, or similar official of the Borrower, any Guarantor or any such of their respective Subsidiaries or any substantial part of the assets of any thereof, or a case or other proceeding shall be commenced against the Borrower or any of its Subsidiaries such Person under any Insolvency Law, and the Borrower or any of its Subsidiaries such Person shall indicate its approval thereof, consent thereto or acquiescence therein or such petition petition, application, case or application proceeding shall not have been dismissed within forty-five sixty (4560) days following the filing or commencement thereof; (h) a decree or order is entered appointing any such a trustee, custodian, liquidator liquidator, receiver, monitor, receiver-manager, or receiver or adjudicating similar official for the Borrower Borrower, any Guarantor or any of its their respective Subsidiaries or adjudicating any such Person, bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of the Borrower or any Subsidiary of the Borrower such Person in an involuntary case under federal bankruptcy laws as now or hereafter constitutedany Insolvency Law; (i) there shall remain in force, undischarged, unsatisfied and unstayed, for more than forty-five sixty (4560) days, whether or not consecutive, one or more uninsured or unbonded final judgments against Borrower, any final judgment against the Borrower Guarantor or any of its their respective Subsidiaries that, with other outstanding final judgments, undischarged, against the Borrower either individually or any of its Subsidiaries exceeds in the aggregate aggregate, exceed $5,000,000 and the Borrower shall have failed to provide evidence satisfactory to the Agents and the Banks that such judgment or award is fully covered by independent third- party insurance50,000,000.00; (j) the holders of all or any part of the Subordinated Debt or Permitted New Subordinated Debt shall accelerate the maturity of all or any part of such Indebtedness or the Subordinated Debt shall be redeemed or repurchased in whole or in part (other than with proceeds from Permitted New Subordinated Debt) or the Permitted New Subordinated Debt shall be redeemed or repurchased in whole or in part; (k) if any of the Loan Documents or any material provision thereof the Contribution Agreement shall be canceled, terminated, revoked or rescinded, rescinded otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the BanksLenders, or any action at law, suit or in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents or any material provision thereof the Contribution Agreement shall be commenced by or on behalf of the Borrower (or any of its Subsidiaries party thereto) or any of their respective stockholdersa Guarantor, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination thatdetermination, or issue a judgment, order, decree or ruling ruling, to the effect that, that any one or more of the Loan Documents or any material provision thereof the Contribution Agreement is illegal, invalid or unenforceable in accordance with the terms thereof; (l) any dissolution, termination, partial or complete liquidation, merger or consolidation of the Borrower, any Guarantor or any of their respective Subsidiaries shall occur or any sale, transfer or other disposition of the assets of the Borrower, any Guarantor or any of their respective Subsidiaries shall occur other than as permitted under the terms of this Agreement or the other Loan Documents; with respect to any Guaranteed Pension Plan, an ERISA Reportable Event shall have occurred and the Majority Banks Required Lenders shall have reasonably determined in their reasonable discretion that such event reasonably could be expected to result in liability of any of the Borrower Borrower, any Guarantor or any of its their respective Subsidiaries to the PBGC or such Guaranteed Pension Plan in an aggregate amount exceeding $5,000,000 25,000,000.00 and (x) such event in the circumstances occurring reasonably could constitute grounds for the termination of such Guaranteed Pension Plan by the PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such Guaranteed Pension Plan; or (y) a trustee shall have been appointed by the United States District Court to administer such Plan; or (z) the PBGC shall have instituted proceedings to terminate such Guaranteed Pension Plan; (m) with the Borrower Borrower, any Guarantor or any of its their respective Subsidiaries or any shareholder, officer, director, partner or member of any of them shall be enjoinedindicted for a federal or foreign crime, restrained or in any way prevented by a punishment for which could include the order of any court or any administrative or regulatory agency from conducting any material part of its business and such order shall continue in effect for more than thirty (30) days; (n) there shall occur any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty, which in any such case causes, for more than fifteen (15) consecutive days, the cessation or substantial curtailment of revenue producing activities of the Borrower and its Subsidiaries on a consolidated basis if such event or circumstance is not covered by business interruption insurance and would have a material adverse effect on the business or financial condition of the Borrower and its Subsidiaries, taken as a whole; (o) there shall occur the loss, suspension or revocation of, or failure to renew, any license, permit or consent issued by any government or government agency or authority now held or hereafter acquired by the Borrower or any of its Subsidiaries if such loss, suspension, revocation or failure to renew would have a material adverse effect on the business or financial condition of the Borrower and its Subsidiaries, taken as a whole; or (p) any Person or group of affiliated Persons, other than a group comprised of some or all forfeiture of (i) Summit Ventures IIany assets of Borrower, L.P.any Guarantor or any of their respective Subsidiaries which in the good faith judgment of the Required Lenders could reasonably be expected to have a Material Adverse Effect, Summit Ventures IV, L.P., and Summit Subordinated Debt Fund, L.P., including for this purpose their affiliates and partners, or (ii) current management the assets included in the calculation of the Borrower and (iii) employee stockholders of Unencumbered Asset Value; any Guarantor denies that it has any liability or obligations under the Borrower shall acquire in excess of fifty percent (50%) of the outstanding shares of Voting Stock of the Borrower; or (q) the Borrower Guaranty or any other Person shall fail to perform or observe any term, covenant or agreement contained in the Collateral Documents on its part to be performed or observed and any such failure shall remain unremedied for a period of 30 days from the occurrence thereofLoan Document, or any "Event of Default" as defined in any Collateral Document shall have occurred notify the Agent or any of the Collateral Documents after delivery thereof shall for any reason be revoked Lenders of such Guarantor’s intention to attempt to cancel or invalidated, terminate the Guaranty or otherwise cease to be in full force and effect (other than pursuant to cancel the operation of Section 28), or the Borrower Contribution Agreement or any other Person shall contest in any manner the validity or enforceability thereofLoan Document, or shall fail to observe or comply with any term, covenant, condition or agreement under the Borrower Guaranty or any other Person shall deny that it has any further liability or obligation thereunderLoan Document; or an Event of Default under any of the Collateral other Loan Documents for any reason, except to the extent permitted by the terms thereof, shall cease to create a valid and perfected first priority Lien subject only to Permitted Liens in any of the Collateral purported to be covered therebyoccur; then, and in any such event, so long as the same may be continuing, the Agents Agent may, and upon the request of the Majority Banks Required Lenders shall, by notice in writing to the Borrower declare all Obligations amounts owing with respect to this Agreement, the Notes, the Letters of Credit and the other Loan Documents to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; provided that in the event of any Event of Default specified in 12.1(g§12.1(h), 12.1(h§12.1(i) or §12.1(j), all such amounts shall become immediately due and payable automatically and without any requirement of presentment, demand, protest or other notice of any kind from any of the Agents Lenders or the Agent. Upon demand by Agent or the Required U.S. Dollar Revolving Credit Lenders in their absolute and sole discretion after the occurrence of an Event of Default, and regardless of whether the conditions precedent in this Agreement for a Revolving Credit Loan have been satisfied, the U.S. Dollar Revolving Credit Lenders will cause a U.S. Dollar Revolving Credit Loan to be made in the undrawn amount of all Letters of Credit. The proceeds of any Banksuch U.S. Dollar Revolving Credit Loan will be pledged to and held by Agent as security for any amounts that become payable first under the Letters of Credit and then to all other Revolving Credit Loans. 12.2In the alternative, if demanded by Agent in its absolute and sole discretion after the occurrence of an Event of Default, Borrower will deposit in the Collateral Account and pledge to Agent cash in an amount equal to the amount of all undrawn Letters of Credit. Such amounts will be pledged to and held by Agent for the benefit of the Lenders as security for any amounts that become payable first under the Letters of Credit and then to other Obligations. Upon any draws under Letters of Credit, at Agent’s sole discretion, Agent may apply any such amounts to the repayment of amounts drawn thereunder and upon the expiration of the Letters of Credit any remaining amounts will be applied to the payment of all other Obligations as provided above or if there are no outstanding Obligations and Lenders have no further obligation to make Revolving Credit Loans or issue Letters of Credit or if such excess no longer exists, such proceeds deposited by Borrower will be released to Borrower.

Events of Default and Acceleration. If any of the following events ("Events of Default" or, if the giving of notice or the lapse of time or both is required, then, prior to such notice and/or lapse of time, "Defaults") shall occur: (a) the Borrower shall fail to pay any principal of the Loans or any Reimbursement Obligation when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment thereofpayment; (b) the Borrower shall fail to pay any interest on the Loans, the Commitment Fee, any Letter of Credit Fee, the Agents' fee, or fees or other sums due amounts owing hereunder or under any of the other Loan Documents, when within three (3) Business Days after the same shall become due and payable, payable whether at the stated date of maturity Maturity Date or any accelerated date of maturity or at any other date fixed for payment thereof, and such failure shall not have been cured within five (5) calendar days after such payment datepayment; (c) the Borrower shall fail to comply with any of its the covenants contained in 7.4, 7.5, the first sentence of 7.6, 7.8, 7.10, 7.127, 8 or 99 hereof; (d) the Borrower or any of its Subsidiaries shall fail to perform any term, covenant or agreement contained herein or in any of the other Loan Documents (other than those specified elsewhere in this 12.1subsections (a), (b), and (c) for thirty (30above) and such failure shall not be remedied within 30 days after any Designated Officer has knowledge written notice of such failurefailure shall have been given to the Borrower by the Administrative Agent or any of the Banks; (e) any representation or warranty of the Borrower or any of its Subsidiaries contained in this Credit Agreement or any of the other Loan Documents or in any other document or instrument delivered pursuant to or in connection with this Credit Agreement shall prove to have been false in any material respect upon the date when made or deemed to have been made or repeated; (f) the Borrower or any of its Subsidiaries shall fail to pay at maturitywhen due, or within any applicable period of grace, any obligation for borrowed money or credit received or Indebtedness in respect of any Capitalized Leases in excess of an aggregate amount greater than $5,000,000 in aggregate principal amount5,000,000, or fail to observe or perform any material term, covenant or agreement contained in any agreement one or more agreements by which it is bound, evidencing or securing borrowed money or credit received or any Indebtedness in respect of any Capitalized Leases in excess of an aggregate amount greater than $5,000,000 in aggregate principal amount for such period of time as would, or would permit have permitted (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereofthereof or terminate its commitment with respect thereto; (g) the Borrower or any of its Subsidiaries shall make Subsidiary makes an assignment for the benefit of creditors, or admit admits in writing its inability to pay or generally fail fails to pay its debts as they mature or become due, or shall petition petitions or apply applies for the appointment of a trustee or other custodian, liquidator or receiver of the Borrower or any of its Subsidiaries Subsidiary or of any substantial part of the assets of the Borrower or any of its Subsidiaries or shall commence commences any case or other proceeding relating to the Borrower or any of its Subsidiaries Subsidiary under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or shall take takes any action to authorize or in furtherance of any of the foregoing, or if any such petition or application shall be is filed or any such case or other proceeding shall be is commenced against the Borrower or any of its Subsidiaries and Subsidiary or the Borrower or any of its Subsidiaries shall indicate Subsidiary indicates its approval thereof, consent thereto or acquiescence therein or such petition or application shall not have been dismissed within forty-five (45) days following the filing thereoftherein; (h) a decree or order is entered appointing any such trustee, custodian, liquidator or receiver or adjudicating the Borrower or any of its Subsidiaries Subsidiary bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of the Borrower or any Subsidiary of the Borrower in an involuntary case under federal bankruptcy laws as now or hereafter constituted, and such decree or order remains in effect for more than 30 days, whether or not consecutive; (i) there shall remain in force, undischarged, unsatisfied and unstayed, for more than forty-five (45) thirty days, whether or not consecutive, any final judgment against the Borrower or any of its Subsidiaries thatSubsidiary which, with other outstanding final judgments, undischarged, judgments against the Borrower or any of and its Subsidiaries exceeds in the aggregate $5,000,000 and the Borrower shall have failed to provide evidence satisfactory to the Agents and the Banks that such judgment or award is fully covered by independent third- party insuranceafter taking into account any undisputed insurance coverage; (j) with respect to any Guaranteed Pension Plan, an ERISA Reportable Event shall have occurred and the holders Banks shall have determined in their reasonable discretion that such event reasonably could be expected to result in liability of all the Borrower or any part of the Subordinated Debt or Permitted New Subordinated Debt shall accelerate the maturity of all Subsidiary or any part Subsidiary to the PBGC or the Plan in an aggregate amount exceeding $5,000,000 and such event in the circumstances occurring reasonably could constitute grounds for the termination of such Indebtedness Plan by the PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such Plan; or a trustee shall have been appointed by the United States District Court to administer such Plan; or the Subordinated Debt PBGC shall be redeemed or repurchased in whole or in part (other than with proceeds from Permitted New Subordinated Debt) or the Permitted New Subordinated Debt shall be redeemed or repurchased in whole or in parthave instituted proceedings to terminate such Plan; (k) if any of the Loan Documents or any material provision thereof shall be canceled, terminated, revoked or rescinded, rescinded otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the Banks, or any action at law, suit or in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents or any material provision thereof shall be commenced by or on behalf of the Borrower (or any of its Subsidiaries party thereto) or any of their respective stockholders, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination that, or issue a judgment, order, decree or ruling to the effect that, any one or more of the Loan Documents or any material provision thereof is illegal, invalid or unenforceable in accordance with the terms thereof; or (l) with respect to any Guaranteed Pension Plan, an ERISA Reportable Event shall have occurred and the Majority Banks shall have reasonably determined that such event reasonably could be expected to result in liability of the Borrower or any of its Subsidiaries to the PBGC or such Guaranteed Pension Plan in an aggregate amount exceeding $5,000,000 and such event in the circumstances occurring reasonably could constitute grounds for the termination of such Guaranteed Pension Plan by the PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such Guaranteed Pension Plan; or a trustee shall have been appointed by the United States District Court to administer such Plan; or the PBGC shall have instituted proceedings to terminate such Guaranteed Pension Plan; (m) with the Borrower or any of its Subsidiaries shall be enjoined, restrained or in any way prevented by the order of any court or any administrative or regulatory agency from conducting any material part of its business and such order shall continue in effect for more than thirty (30) days; (n) there shall occur any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty, which in any such case causes, for more than fifteen (15) consecutive days, the cessation or substantial curtailment of revenue producing activities of the Borrower and its Subsidiaries on a consolidated basis if such event or circumstance is not covered by business interruption insurance and would have a material adverse effect on the business or financial condition of the Borrower and its Subsidiaries, taken as a whole; (o) there shall occur the loss, suspension or revocation of, or failure to renew, any license, permit or consent issued by any government or government agency or authority now held or hereafter acquired by the Borrower or any of its Subsidiaries if such loss, suspension, revocation or failure to renew would have a material adverse effect on the business or financial condition of the Borrower and its Subsidiaries, taken as a whole; or (p) any Person person or group of affiliated Persons, other than a group comprised persons (within the meaning of some Section 13 or all of (i) Summit Ventures II, L.P., Summit Ventures IV, L.P., and Summit Subordinated Debt Fund, L.P., including for this purpose their affiliates and partners, (ii) current management 14 of the Borrower Securities Exchange Act of 1934, as amended) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and (iiiExchange Commission under said Act) employee stockholders of the Borrower shall acquire in excess of fifty percent (50%) 20% or more of the outstanding shares of Voting Stock common voting stock of the Borrower or, during any period of twelve consecutive calendar months, individuals who were directors of the Borrower on the first day of such period shall cease to constitute a majority of the board of directors of the Borrower; or (q) the Borrower or any other Person shall fail to perform or observe any term, covenant or agreement contained in the Collateral Documents on its part to be performed or observed and any such failure shall remain unremedied for a period of 30 days from the occurrence thereof, or any "Event of Default" as defined in any Collateral Document shall have occurred or any of the Collateral Documents after delivery thereof shall for any reason be revoked or invalidated, or otherwise cease to be in full force and effect (other than pursuant to the operation of Section 28), or the Borrower or any other Person shall contest in any manner the validity or enforceability thereof, or the Borrower or any other Person shall deny that it has any further liability or obligation thereunder; or any of the Collateral Documents for any reason, except to the extent permitted by the terms thereof, shall cease to create a valid and perfected first priority Lien subject only to Permitted Liens in any of the Collateral purported to be covered thereby; then, and in any such event, so long as the same may be continuing, the Agents may, and upon the request of the Majority Banks shall, by notice in writing to the Borrower declare all Obligations to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; provided that in the event of any Event of Default specified in 12.1(g), 12.1(h) or 12.1(j), all such amounts shall become immediately due and payable automatically and without any requirement of notice from the Agents or any Bank. 12.2.;

Events of Default and Acceleration. If any of the following events ("Events of Default" or, if the giving of notice or the lapse of time or both is required, then, prior to such notice and/or lapse of time, "Defaults") shall occur: (a) if the Borrower Borrowers shall fail to pay any principal of the Loans or any Reimbursement Obligation when the same shall become due and payable, whether at the stated date of maturity Revolving Credit Maturity Date or the Term Loan Maturity Date, as applicable, or any accelerated date of maturity or at any other date fixed for payment thereofpayment; (b) if the Borrower Borrowers shall fail to pay any interest on the Loans, the Commitment Fee, any Letter of Credit Fee, the Agents' fee, or fees or other sums due hereunder or amounts owing under any of the other Loan Documents, when Documents within five (5) Business Days after the same shall become due and payable, payable whether at the stated date of maturity Revolving Credit Maturity Date or the Term Loan Maturity Date, as applicable, or any accelerated date of maturity or at any other date fixed for payment thereofpayment; if the Borrowers shall fail to comply with the covenants contained in 7.1, and 7.7, 7.8, 7.10, 7.13, 7.14, 7.15, 7.16, 8 or 9; if the Borrowers shall fail to comply with the covenants contained in (i) 7.2, 7.3, 7.5, 7.6, 7.9, 7.11, 7.12, or 7.17 within thirty (30) days of the Borrowers' knowledge of a violation of such failure shall not have been cured covenants or (ii) 7.4 within five (5) calendar days after of the Borrowers' knowledge of a violation of such payment datecovenant; (c) if the Borrower shall fail to comply with any of its covenants contained in 7.4, 7.5, the first sentence of 7.6, 7.8, 7.10, 7.12, 8 or 9; (d) the Borrower or any of its Subsidiaries Borrowers shall fail to perform any term, covenant or agreement contained herein or in any of the other Loan Documents (other than those specified elsewhere in this 12.1subsections (a), (b), (c) for thirty and (30d) above) within 30 days after any Designated Officer has knowledge written notice of such failurefailure has been given to the Borrowers by the Administrative Agent or any Lender; (e) if any representation or warranty of the Borrower or any of its Subsidiaries contained in this Credit Agreement or any of the other Loan Documents or in any other document or instrument delivered pursuant to or in connection with this Credit Agreement shall prove to have been false in any material respect upon the date when made or deemed to have been made or repeated; (f) the if any Borrower or any of its Subsidiaries Excluded Subsidiary shall fail to pay at maturity, or within any applicable period of grace, any obligation and all obligations for borrowed money (other than the Obligations) or credit received or any guaranty with respect thereto in respect of any Capitalized Leases in excess of an aggregate amount greater than $5,000,000 in aggregate principal amount, or fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound, evidencing or securing borrowed money or credit received or in respect of any Capitalized Leases in excess of an aggregate amount greater than $5,000,000 in aggregate principal amount for such period of time as would, or would permit have permitted (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereof, unless the same shall have been waived by the holder(s) thereof; (g) the if any Borrower or any of its Subsidiaries shall make Excluded Subsidiary makes an assignment for the benefit of creditors, or admit admits in writing its inability to pay or generally fail fails to pay its debts as they mature or become due, or shall petition petitions or apply applies for the appointment of a trustee or other custodian, liquidator or receiver of the any Borrower or any of its Subsidiaries Excluded Subsidiary or of any substantial part of the assets of the any Borrower or any of its Subsidiaries Excluded Subsidiary or shall commence commences any case or other proceeding relating to the any Borrower or any of its Subsidiaries Excluded Subsidiary under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or shall take takes any action to authorize or in furtherance of any of the foregoing, or if any such petition or application shall be is filed or any such case or other proceeding shall be is commenced against the any Borrower or any of its Subsidiaries and the Excluded Subsidiary or such Borrower or any of its Subsidiaries shall indicate such Excluded Subsidiary indicates its approval thereof, consent thereto or acquiescence therein therein, or such petition or application shall not have been dismissed within forty-five sixty (4560) days following the filing thereof; (h) a decree or order is entered appointing any such trustee, custodian, liquidator or receiver or adjudicating the any Borrower or any of its Subsidiaries Excluded Subsidiary bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of the any Borrower or any Excluded Subsidiary of the Borrower in an involuntary case under federal applicable bankruptcy laws as now or hereafter constituted; (i) if there shall remain in force, undischarged, unsatisfied and unstayed, for more than forty-five (45) days, whether or not consecutive, any final judgment against the any Borrower or any of its Subsidiaries thatExcluded Subsidiary which, with other outstanding final judgments, undischarged, judgments against the Borrower or any of its Subsidiaries Borrowers and the Excluded Subsidiaries, exceeds in the aggregate $5,000,000 and the after taking into account any undisputed insurance coverage; any Borrower shall have failed to provide evidence satisfactory or any Excluded Subsidiary or any ERISA Affiliate incurs any liability to the Agents and PBGC or a Guaranteed Pension Plan pursuant to Title IV of ERISA in an aggregate amount exceeding $5,000,000, or any Borrower or any ERISA Affiliate is assessed withdrawal liability pursuant to Title IV of ERISA by a Multiemployer Plan requiring aggregate annual payments exceeding $5,000,000, or any of the Banks following occurs with respect to a Guaranteed Pension Plan: (i) an ERISA Reportable Event, or a failure to make a required installment or other payment (within the meaning of 302(f)(1) of ERISA), provided that the Administrative Agent determines in its reasonable discretion that such judgment event (A) could be expected to result in liability of any Borrower or award is fully covered any Excluded Subsidiary to the PBGC or such Guaranteed Pension Plan in an aggregate amount exceeding $5,000,000 and (B) could constitute grounds for the termination of such Guaranteed Pension Plan by independent third- party insurancethe PBGC, for the appointment by the appropriate United States District Court of a trustee to administer such Guaranteed Pension Plan or for the imposition of a lien in favor of such Guaranteed Pension Plan; or (jii) the holders appointment by a United States District Court of all a trustee to administer such Guaranteed Pension Plan; or any part (iii) the institution by the PBGC of the Subordinated Debt or Permitted New Subordinated Debt shall accelerate the maturity of all or any part of proceedings to terminate such Indebtedness or the Subordinated Debt shall be redeemed or repurchased in whole or in part (other than with proceeds from Permitted New Subordinated Debt) or the Permitted New Subordinated Debt shall be redeemed or repurchased in whole or in partGuaranteed Pension Plan; (k) if any of the Loan Documents or any material provision thereof shall be canceledcancelled, terminated, revoked or rescindedrescinded or the Administrative Agent's security interests or liens in a substantial portion of the Collateral shall cease to be perfected, or shall cease to have the priority contemplated by the Security Documents, in each case otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the BanksLenders, or any action at law, suit or in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents or any material provision thereof shall be commenced by or on behalf of the any Borrower (or any stockholder of its Subsidiaries party thereto) any Borrower who is an officer or any director of their respective stockholderssuch Borrower, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination that, or issue a judgment, order, decree or ruling to the effect that, any one or more of the Loan Documents or any material provision thereof is illegal, invalid or unenforceable in accordance with the terms thereof; (l) with respect to any Guaranteed Pension Plan, an ERISA Reportable Event shall have occurred and the Majority Banks shall have reasonably determined that such event reasonably could be expected to result in liability of the Borrower or any of its Subsidiaries to the PBGC or such Guaranteed Pension Plan in an aggregate amount exceeding $5,000,000 and such event in the circumstances occurring reasonably could constitute grounds for the termination of such Guaranteed Pension Plan by the PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such Guaranteed Pension Plan; or a trustee shall have been appointed by the United States District Court to administer such Plan; or the PBGC shall have instituted proceedings to terminate such Guaranteed Pension Plan; (m) with the Borrower or any of its Subsidiaries shall be enjoined, restrained or in any way prevented by the order of any court or any administrative or regulatory agency from conducting any material part of its business and such order shall continue in effect for more than thirty (30) days; (n) there shall occur any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty, which in any such case causes, for more than fifteen (15) consecutive days, the cessation or substantial curtailment of revenue producing activities of the Borrower and its Subsidiaries on a consolidated basis if such event or circumstance is not covered by business interruption insurance and would have a material adverse effect on the business or financial condition of the Borrower and its Subsidiaries, taken as a whole; (o) there shall occur the loss, suspension or revocation of, or failure to renew, any license, permit or consent issued by any government or government agency or authority now held or hereafter acquired by the Borrower or any of its Subsidiaries if such loss, suspension, revocation or failure to renew would have a material adverse effect on the business or financial condition of the Borrower and its Subsidiaries, taken as a whole; or (p) any Person or group of affiliated Persons, other than a group comprised of some or all of (i) Summit Ventures II, L.P., Summit Ventures IV, L.P., and Summit Subordinated Debt Fund, L.P., including for this purpose their affiliates and partners, (ii) current management of the Borrower and (iii) employee stockholders of the Borrower shall acquire in excess of fifty percent (50%) of the outstanding shares of Voting Stock of the Borrower; or (q) the Borrower or any other Person shall fail to perform or observe any term, covenant or agreement contained in the Collateral Documents on its part to be performed or observed and any such failure shall remain unremedied for a period of 30 days from the occurrence thereof, or any "Event of Default" as defined in any Collateral Document shall have occurred or any of the Collateral Documents after delivery thereof shall for any reason be revoked or invalidated, or otherwise cease to be in full force and effect (other than pursuant to the operation of Section 28), or the Borrower or any other Person shall contest in any manner the validity or enforceability thereof, or the Borrower or any other Person shall deny that it has any further liability or obligation thereunder; or any of the Collateral Documents for any reason, except to the extent permitted by the terms thereof, shall cease to create a valid and perfected first priority Lien subject only to Permitted Liens in any of the Collateral purported to be covered thereby; then, and in any such event, so long as the same may be continuing, the Agents may, and upon the request of the Majority Banks shall, by notice in writing to the Borrower declare all Obligations to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; provided that in the event of any Event of Default specified in 12.1(g), 12.1(h) or 12.1(j), all such amounts shall become immediately due and payable automatically and without any requirement of notice from the Agents or any Bank. 12.2.;

Events of Default and Acceleration. If any of the following events ("Events of Default" or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, "Defaults") shall occur: (a) the Borrower shall fail to pay any principal of the Loans or any Reimbursement Obligation when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment thereofpayment; (b) the Borrower shall fail to pay any interest on the Loans, the Commitment Fee, any Letter of Credit Fee, the Agents' facility fee, or other sums due hereunder or under any of the other Loan Documents, when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment thereof, and such failure shall not have been cured within five (5) calendar days after such payment datepayment; (c) the Borrower shall fail to comply with any of its covenants contained in 7.4sect.sect.6, 7.5, the first sentence of 7.6, 7.8, 7.10, 7.12, 8 7 or 98; (d) the Borrower or any of its Subsidiaries shall fail to perform any term, covenant or agreement contained herein or in any of the other Loan Documents (other than those specified elsewhere in this 12.1sect.11) for thirty fifteen (3015) days after any Designated Officer has knowledge written notice of such failurefailure has been given to the Borrower by the Agent; (e) any representation or warranty of the Borrower or any of its Subsidiaries in this Credit Agreement or any of the other Loan Documents or in any other document or instrument delivered pursuant to or in connection with this Credit Agreement shall prove to have been false in any material respect upon the date when made or deemed to have been made or repeated; (f) the Borrower or any of its Subsidiaries shall fail to pay at maturity, or within any applicable period of grace, any obligation for borrowed money or credit received or in respect of any Capitalized Leases in excess of $5,000,000 in aggregate principal amountLeases, or fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is boundbound (excluding, however, any such term, covenant or agreement relating to the pledge or disposition of capital stock of the Borrower or other Margin Stock for so long as such stock constitutes Margin Stock), evidencing or securing borrowed money or credit received or in respect of any Capitalized Leases in excess of $5,000,000 in aggregate principal amount for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereof; (g) the Borrower or any of its Subsidiaries shall make an assignment for the benefit of creditors, or admit in writing its inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator or receiver of the Borrower or any of its Subsidiaries or of any substantial part of the assets of the Borrower or any of its Subsidiaries or shall commence any case or other proceeding relating to the Borrower or any of its Subsidiaries under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or shall take any action to authorize or in furtherance of any of the foregoing, or if any such petition or application shall be filed or any such case or other proceeding shall be commenced against the Borrower or any of its Subsidiaries and the Borrower or any of its Subsidiaries shall indicate its approval thereof, consent thereto or acquiescence therein or such petition or application shall not have been dismissed within forty-five (45) days following the filing thereof; (h) a decree or order is entered appointing any such trustee, custodian, liquidator or receiver or adjudicating the Borrower or any of its Subsidiaries bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of the Borrower or any Subsidiary of the Borrower in an involuntary case under federal bankruptcy laws as now or hereafter constituted; (i) there shall remain in force, undischarged, unsatisfied and unstayed, for more than forty-five (45) thirty days, whether or not consecutive, any final judgment against the Borrower or any of its Subsidiaries that, with other outstanding final judgments, undischarged, against the Borrower or any of its Subsidiaries exceeds in the aggregate $5,000,000 and the Borrower shall have failed to provide evidence satisfactory to the Agents and the Banks that such judgment or award is fully covered by independent third- party insurance1,000,000; (j) the holders of all or any part of the Subordinated Debt or Permitted New Subordinated Debt shall accelerate the maturity of all or any part of such Indebtedness or the Subordinated Debt shall be redeemed or repurchased in whole or in part (other than with proceeds from Permitted New Subordinated Debt) or the Permitted New Subordinated Debt shall be redeemed or repurchased in whole or in part; (k) if any of the Loan Documents or any material provision thereof shall be canceledcancelled, terminated, revoked or rescinded, in each case otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the Banks, or any action at law, suit or in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents or any material provision thereof loan documents shall be commenced by or on behalf of the Borrower (or any of its Subsidiaries party thereto) thereto or any of their respective stockholders, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination that, or issue a judgment, order, decree or ruling to the effect that, any one or more of the Loan Documents or any material provision thereof is illegal, invalid or unenforceable in accordance with the terms thereof; (lk) with respect to any Guaranteed Pension Plan, an ERISA Reportable Event shall have occurred and the Majority Banks shall have reasonably determined in their reasonable discretion that such event reasonably could be expected to result in liability of the Borrower or any of its Subsidiaries to the PBGC or such Guaranteed Pension Plan in an aggregate amount exceeding $5,000,000 2,000,000 and such event in the circumstances occurring reasonably could constitute grounds for the termination of such Guaranteed Pension Plan by the PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such Guaranteed Pension Plan; or a trustee shall have been appointed by the United States District Court to administer such Guaranteed Pension Plan; or the PBGC shall have instituted proceedings to terminate such Guaranteed Pension Plan; (ml) with the Borrower or any of its Subsidiaries shall be enjoined, restrained or in any way prevented by the order of any court or any administrative or regulatory agency from conducting any material part of its business and such order shall continue in effect for more than thirty (30) days; (nm) there shall occur any material damage to, or loss, theft or destruction of, any assets of the Borrower or its Subsidiaries, whether or not insured, or any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty, which in any such case causes, for more than fifteen (15) consecutive days, the cessation or substantial curtailment of revenue producing activities at any facility of the Borrower and or any of its Subsidiaries on a consolidated basis if such event or circumstance is not covered by business interruption insurance and would have a material adverse effect on the business or financial condition of the Borrower and its Subsidiaries, taken as Subsidiaries on a wholeconsolidated basis; (on) there shall occur the loss, suspension or revocation of, or failure to renew, any license, license or permit or consent issued by any government or government agency or authority now held or hereafter acquired by the Borrower or any of its Subsidiaries if such loss, suspension, revocation or failure to renew would have a material adverse effect on the business or financial condition of the Borrower and its Subsidiaries on a consolidated basis; (o) the Borrower or any of its Subsidiaries shall be indicted for a state or federal crime, or any civil or criminal action shall otherwise have been brought or threatened against the Borrower or any of its Subsidiaries, taken as a wholepunishment for which in any such case could include the forfeiture of any assets of the Borrower and its Subsidiaries having a fair market value in excess of $5,000,000; or (p) (i) any Person person or group of affiliated Personspersons (within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as amended, but other than a group comprised Jxx Xxxxxx and/or Rxxxxxx Xxxxxx) shall have acquired beneficial ownership (within the meaning of some or all Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) of (i) Summit Ventures II, L.P., Summit Ventures IV, L.P., and Summit Subordinated Debt Fund, L.P., including for this purpose their affiliates and partners, (ii) current management of the Borrower and (iii) employee stockholders of the Borrower shall acquire in excess of fifty twenty percent (5020%) or more of the outstanding shares of Voting Stock common stock of the Borrower; (ii) Jxx Xxxxxx and/or Rxxxxxx Xxxxxx shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) of twenty-five percent (25%) or more of the outstanding shares of common stock of the Borrower; or (qiii) during any period of twelve (12) consecutive calendar months, individuals who were directors of the Borrower or any other Person shall fail to perform or observe any term, covenant or agreement contained in on the Collateral Documents on its part to be performed or observed and any first day of such failure shall remain unremedied for a period of 30 days from the occurrence thereof, or any "Event of Default" as defined in any Collateral Document shall have occurred or any of the Collateral Documents after delivery thereof shall for any reason be revoked or invalidated, or otherwise cease to be in full force and effect (other than pursuant to the operation of Section 28), or the Borrower or any other Person shall contest in any manner the validity or enforceability thereof, or the Borrower or any other Person shall deny that it has any further liability or obligation thereunder; or any of the Collateral Documents for any reason, except to the extent permitted by the terms thereof, shall cease to create constitute a valid and perfected first priority Lien subject only to Permitted Liens in any majority of the Collateral purported to be covered therebyboard of directors of the Borrower; then, and in any such event, so long as the same may be continuing, the Agents Agent may, and upon the request of the Majority Banks shall, by notice in writing to the Borrower declare all Obligations amounts owing with respect to this Credit Agreement, the Notes and the other Loan Documents to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; provided that in the event of any Event of Default specified in 12.1(gsect.11.1(g), 12.1(h11.1(h) or 12.1(j11.1(j), all such amounts shall become immediately due and payable automatically and without any requirement of notice from the Agents Agent or any Bank. 12.211.2.

Events of Default and Acceleration. If any of the following events ("Events of Default" or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, "Defaults") shall occur: (a) the Borrower shall fail to pay (i) any principal of the Loans or any Reimbursement Obligation when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment thereof; or (bii) the Borrower shall fail to pay any interest on the Loans, Loans within three (3) Business Days following the Commitment Fee, any Letter of Credit Fee, the Agents' fee, or other sums due hereunder or under any of the other Loan Documents, date when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment thereofpayment; (b) the Borrower shall fail to pay the commitment fee, and such failure shall not have been cured any Letter of Credit Fee, or other sums due hereunder or under any of the other Loan Documents, within five (5) calendar days after such payment dateBusiness Days following the date when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment; (c) the Guarantor or the Borrower shall fail to comply with any of its covenants contained in 7.48 (other than the covenants contained in 8.1 (which are governed by 13.1(a) and (b)), 7.58.6(b) or 8.8 (only with respect to state and local taxes, assessments, and other governmental charges, which shall be contested in good faith at the first sentence time)), 9 (other than the covenants contained in 9.8) or 10 or any of 7.6, 7.8, 7.10, 7.12, 8 or 9the covenants contained in any of the Mortgages (after all applicable grace periods contained therein have elapsed); (d) the Guarantor or the Borrower or any of its their Subsidiaries shall fail to perform any term, covenant or agreement contained herein or in any of the other Loan Documents (other than those specified elsewhere in this 12.113.1) for thirty (30) days after any Designated Officer has knowledge written notice of such failurefailure has been given to the Guarantor or the Borrower by the Administrative Agent or any Lender; provided, however, that in the event that any such failure to perform any such term, covenant or agreement (other than the covenants contained in 8.8 (only with respect to state and local taxes, assessments and other governmental charges which shall be contested in good faith at the time) and 9.8) is capable of cure and so long as the Guarantor or the Borrower, as the case may be, is using its best efforts to effect such cure, the Guarantor or the Borrower, as the case may be, shall have forty-five (45) days after the notice referred to above has been given to cure such failure to perform; and provided, further, that with respect to the covenants contained in 8.6(b), in the event that any such failure to perform such covenant is not susceptible to cure within thirty (30) days and so long as the Guarantor or the Borrower, as the case may be, is using its best efforts to effect such cure, the Guarantor or the Borrower, as the case may be, shall have such additional time as may be necessary to cure such failure to perform; (e) any representation or warranty of the Guarantor or the Borrower or any of its their Subsidiaries in this Credit Agreement or any of the other Loan Documents or in any other document or instrument delivered pursuant to or in connection with this Credit Agreement shall prove to have been false or incorrect in any material respect upon the date when made or deemed to have been made or repeated; (f) the Guarantor or the Borrower or any of its their Subsidiaries shall fail to pay at maturitywhen due, or within any applicable period of grace, any obligation for borrowed money or credit received or in respect of any Capitalized Leases in excess of $5,000,000 in aggregate principal amount250,000, or fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound, evidencing or securing borrowed money or credit received or in respect of any Capitalized Leases in excess of $5,000,000 in aggregate principal amount 250,000 for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereof; (g) the Guarantor or the Borrower or any of its their Subsidiaries shall make an assignment for the benefit of creditors, or admit in writing its inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator or receiver of the Guarantor or the Borrower or any of its their Subsidiaries or of any substantial part of the assets of the Guarantor or the Borrower or any of its their Subsidiaries or shall commence any case or other proceeding relating to the Guarantor or the Borrower or any of its their Subsidiaries under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or shall take any action to authorize or in furtherance of any of the foregoing, or if any such petition or application shall be filed or any such case or other proceeding shall be commenced against the Borrower Guarantor or any of its Subsidiaries and the Borrower or any of its their Subsidiaries and the Guarantor or the Borrower or any of their Subsidiaries shall indicate its approval thereof, consent thereto or acquiescence therein or such petition or application shall not have been dismissed within forty-five ninety (4590) days following the filing thereof; (h) a decree or order is entered appointing any such trustee, custodian, liquidator or receiver or adjudicating the Guarantor or the Borrower or any of its their Subsidiaries bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of the Guarantor or the Borrower or any Subsidiary of the Borrower in an involuntary case under federal bankruptcy laws as now or hereafter constituted; (i) there shall remain in force, undischarged, unsatisfied and unstayed, for more than forty-five sixty (4560) days, whether or not consecutive, any final judgment against the Guarantor or the Borrower or any of its their Subsidiaries that, with other outstanding final judgments, undischarged, against the Guarantor or the Borrower or any of its their Subsidiaries exceeds in the aggregate $5,000,000 and 1,000,000 (net of insurance coverage to the extent that the Guarantor or the Borrower shall have failed has filed a claim under applicable insurance policies and reasonably and in good faith believes that the insurer is obligated under the terms of such policy to provide evidence satisfactory to the Agents and the Banks that pay such judgment or award is fully covered by independent third- party insurancejudgment) at any one time; (j) the holders of all or any part of the Subordinated Debt or Permitted New Subordinated Debt shall accelerate the maturity of all or any part of such Indebtedness or the Subordinated Debt shall be redeemed or repurchased in whole or in part (other than with proceeds from Permitted New Subordinated Debt) or the Permitted New Subordinated Debt shall be redeemed or repurchased in whole or in part; (k) if any of the Loan Documents or any material provision thereof shall be canceledcancelled, terminated, revoked or rescindedrescinded or the Agent's security interests, mortgages or liens in a substantial portion of the Collateral shall cease to be perfected, or shall cease to have the priority contemplated by the Security Documents, in each case otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the BanksLenders, or any action at law, suit or in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents or any material provision thereof shall be commenced by or on behalf of the Guarantor or the Borrower (or any of its their Subsidiaries party thereto) thereto or any of their respective stockholders (other than the Guarantor's stockholders), or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination that, or issue a judgment, order, decree or ruling to the effect that, any one or more material provisions of the Loan Documents or any material provision thereof is illegal, invalid or unenforceable in accordance with the terms thereof; (lk) with respect to any Guaranteed Pension Plan, an ERISA Reportable Event shall have occurred and the Majority Banks Lenders shall have reasonably determined in their reasonable discretion that such event reasonably could be expected to result in liability of the Borrower or any of its Subsidiaries to the PBGC or such Guaranteed Pension Plan in an aggregate amount exceeding $5,000,000 and such event in the circumstances occurring reasonably could constitute grounds for the termination of such Guaranteed Pension Plan by the PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such Guaranteed Pension Plan; or a trustee shall have been appointed by the United States District Court to administer such Plan; or the PBGC shall have instituted proceedings to terminate such Guaranteed Pension Plan; (ml) with the Guarantor, the Borrower or any of its their Subsidiaries shall be enjoined, restrained or in any way prevented by the order of any court or any administrative or regulatory agency from conducting any material part of its business and such order shall continue in effect for more than thirty (30) daysdays (unless such incident is covered by business interruption insurance and the Guarantor, the Borrower or such Subsidiary has filed a claim under applicable insurance policies and reasonably and in good faith believes that the insurer is obligated under the terms of such policy or policies to pay such claim); (nm) there shall occur any material damage to, or loss, theft or destruction of, any Collateral, whether or not insured, or any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty, which in any such case causes, for more than fifteen thirty (1530) consecutive days, the cessation or substantial curtailment of revenue producing activities at any facility of the Guarantor, the Borrower or any of their Subsidiaries, and its Subsidiaries on a consolidated basis if such event or circumstance is not covered by business interruption insurance and would have occurrence has a material adverse effect on the business or business, financial condition or assets of the Guarantor, the Borrower and its or any of their Subsidiaries, taken as a whole; (on) there shall occur the loss, suspension or revocation of, or failure to renew, any license, license or permit or consent issued by any government or government agency or authority now held or hereafter acquired by the Guarantor, the Borrower or any of its their Subsidiaries if such loss, suspension, revocation or failure to renew would have a material adverse effect on the business or financial condition of the Guarantor, the Borrower and its or such Subsidiary; (o) the Guarantor, the Borrower or any of their Subsidiaries shall be indicted for a state or federal crime classified as a felony, or any civil or criminal action shall otherwise have been brought against the Guarantor, the Borrower or any of their Subsidiaries, taken as a wholepunishment for which in any such case could include the forfeiture of any assets of the Guarantor, the Borrower or such Subsidiary having a fair market value in excess of $1,000,000; or (p) (i) any Person person or group of affiliated Persons, other than a group comprised persons (within the meaning of some Section 13 or all of (i) Summit Ventures II, L.P., Summit Ventures IV, L.P., and Summit Subordinated Debt Fund, L.P., including for this purpose their affiliates and partners, (ii) current management 14 of the Borrower Securities Exchange Act of 1934, as amended) shall have acquired beneficial ownership (within the meaning of Rule 13d-3 promulgated by the Securities and (iiiExchange Commission under said Act) employee stockholders of the Borrower shall acquire in excess of fifty thirty percent (5030%) or more of the outstanding shares of Voting Stock common stock of the Borrower; Guarantor, (ii) the Guarantor shall at any time legally or (q) beneficially own less than 100% of the capital stock of the Borrower or (iii) during any other Person shall fail to perform or observe any term, covenant or agreement contained in the Collateral Documents on its part to be performed or observed and any such failure shall remain unremedied for a period of 30 days from the occurrence thereoftwelve (12) consecutive calendar months, or any "Event of Default" as defined in any Collateral Document shall have occurred or any individuals who were directors of the Collateral Documents after delivery thereof shall for any reason be revoked or invalidated, or otherwise cease to be in full force and effect (other than pursuant to the operation of Section 28), Guarantor or the Borrower or any other Person shall contest in any manner on the validity or enforceability thereof, or the Borrower or any other Person shall deny that it has any further liability or obligation thereunder; or any first day of the Collateral Documents for any reason, except to the extent permitted by the terms thereof, such period shall cease to create constitute a valid and perfected first priority Lien subject only to Permitted Liens in any majority of the Collateral purported to be covered therebyboard of directors of the Guarantor or the Borrower, as the case may be; then, and in any such event, so long as the same may be continuing, the Agents Administrative Agent may, and upon the request of the Majority Banks Lenders shall, by notice in writing to the Borrower declare all amounts owing to the Lenders with respect to this Credit Agreement, the Notes and the other Loan Documents and all Reimbursement Obligations to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; provided that in the event of any Event of Default specified in 12.1(g), 12.1(h13.1(g) or 12.1(j13.1(h), all such amounts shall become immediately due and payable automatically and without any requirement of notice from the Agents Administrative Agent or any BankLender. 12.213.2.

Events of Default and Acceleration. If any of the following events ("“Events of Default"” or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, “Defaults”) shall occur: (a) the Borrower shall fail to pay any principal of the Loans or any Reimbursement Obligation when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment thereofpayment; (b) the Borrower shall fail to pay any interest on the Loans, any reimbursement obligations with respect to the Commitment Fee, any Letter Letters of Credit Fee, the Agents' fee, or any fees or other sums due hereunder or under any of the other Loan Documents, Documents when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment thereof, and such failure shall not have been cured within five (5) calendar days after such payment datepayment; (c) the Borrower shall fail to comply with any of its covenants contained in 7.4, 7.5the Borrower, the first sentence of 7.6Guarantors, 7.8, 7.10, 7.12, 8 or 9; (d) the Borrower or any of its their respective Subsidiaries shall fail to perform any other term, covenant or agreement contained in §§9.2-9.11 applicable to such Person; (d) any of the Borrower, the Guarantors, or any of their respective Subsidiaries shall fail to perform any other term, covenant or agreement contained herein or in any of the other Loan Documents which they are required to perform (other than those specified elsewhere in the other subclauses of this 12.1) for thirty (30) days after any Designated Officer has knowledge of such failure§12 or in the other Loan Documents); (e) any representation or warranty made by or on behalf of the Borrower Borrower, the Guarantors, or any of its their respective Subsidiaries in this Credit Agreement or any of the other Loan Documents Document, or any report, certificate, financial statement, request for a Loan, Letter of Credit Request, or in any other document or instrument delivered pursuant to or in connection with this Agreement, any advance of a Loan, the issuance of any Letter of Credit Agreement or any of the other Loan Documents shall prove to have been false in any material respect upon the date when made or deemed to have been made or repeated; (f) the Borrower Borrower, any Guarantor or any of its their respective Subsidiaries shall fail to pay when due (including without limitation at maturity), or within any applicable period of grace, any obligation for borrowed money or credit received or in respect of any Capitalized Leases in excess of $5,000,000 in aggregate principal amountother Indebtedness, or fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound, evidencing or securing any such borrowed money or credit received or in respect of any Capitalized Leases in excess of $5,000,000 in aggregate principal amount other Indebtedness for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereof or require the prepayment, redemption or purchase thereof; provided, however, that the events described in this §12.1(f) shall not constitute an Event of Default unless such failure to perform, together with other failures to perform as described in this §12.1(f), involve singly or in the aggregate obligations for Recourse Indebtedness totaling in excess of $20,000,000.00 or Non- Recourse Indebtedness totaling in excess of $50,000,000.00; (g) any of the Borrower Borrower, the Guarantors, or any of its Subsidiaries their respective Subsidiaries, (i) shall make an assignment for the benefit of creditors, or admit in writing its general inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator or receiver of the Borrower or any of its Subsidiaries or of any substantial part of the assets of the Borrower or any of its Subsidiaries or shall commence any case or other proceeding relating to the Borrower or any of its Subsidiaries under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or shall take any action to authorize or in furtherance of any of the foregoing, or if any such petition or application shall be filed or any such case or other proceeding shall be commenced against the Borrower or any of its Subsidiaries and the Borrower or any of its Subsidiaries shall indicate its approval thereof, consent thereto or acquiescence therein or such petition or application shall not have been dismissed within forty-five (45) days following the filing thereof; (h) a decree or order is entered appointing any such trustee, custodian, liquidator or receiver or adjudicating the Borrower or any of its Subsidiaries bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of the Borrower or any Subsidiary of the Borrower in an involuntary case under federal bankruptcy laws as now or hereafter constituted; (i) there shall remain in force, undischarged, unsatisfied and unstayed, for more than forty-five (45) days, whether or not consecutive, any final judgment against the Borrower or any of its Subsidiaries that, with other outstanding final judgments, undischarged, against the Borrower or any of its Subsidiaries exceeds in the aggregate $5,000,000 and the Borrower shall have failed to provide evidence satisfactory to the Agents and the Banks that such judgment or award is fully covered by independent third- party insurance; (j) the holders of all or any part of the Subordinated Debt or Permitted New Subordinated Debt shall accelerate the maturity of all or any part of such Indebtedness or the Subordinated Debt shall be redeemed or repurchased in whole or in part (other than with proceeds from Permitted New Subordinated Debt) or the Permitted New Subordinated Debt shall be redeemed or repurchased in whole or in part; (k) if any of the Loan Documents or any material provision thereof shall be canceled, terminated, revoked or rescinded, otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the Banks, or any action at law, suit or in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents or any material provision thereof shall be commenced by or on behalf of the Borrower (or any of its Subsidiaries party thereto) or any of their respective stockholders, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination that, or issue a judgment, order, decree or ruling to the effect that, any one or more of the Loan Documents or any material provision thereof is illegal, invalid or unenforceable in accordance with the terms thereof; (l) with respect to any Guaranteed Pension Plan, an ERISA Reportable Event shall have occurred and the Majority Banks shall have reasonably determined that such event reasonably could be expected to result in liability of the Borrower or any of its Subsidiaries to the PBGC or such Guaranteed Pension Plan in an aggregate amount exceeding $5,000,000 and such event in the circumstances occurring reasonably could constitute grounds for the termination of such Guaranteed Pension Plan by the PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such Guaranteed Pension Plan; or a trustee shall have been appointed by the United States District Court to administer such Plan; or the PBGC shall have instituted proceedings to terminate such Guaranteed Pension Plan; (m) with the Borrower or any of its Subsidiaries shall be enjoined, restrained or in any way prevented by the order of any court or any administrative or regulatory agency from conducting any material part of its business and such order shall continue in effect for more than thirty (30) days; (n) there shall occur any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty, which in any such case causes, for more than fifteen (15) consecutive days, the cessation or substantial curtailment of revenue producing activities of the Borrower and its Subsidiaries on a consolidated basis if such event or circumstance is not covered by business interruption insurance and would have a material adverse effect on the business or financial condition of the Borrower and its Subsidiaries, taken as a whole; (o) there shall occur the loss, suspension or revocation of, or failure to renew, any license, permit or consent issued by any government or government agency or authority now held or hereafter acquired by the Borrower or any of its Subsidiaries if such loss, suspension, revocation or failure to renew would have a material adverse effect on the business or financial condition of the Borrower and its Subsidiaries, taken as a whole; or (p) any Person or group of affiliated Persons, other than a group comprised of some or all of (i) Summit Ventures II, L.P., Summit Ventures IV, L.P., and Summit Subordinated Debt Fund, L.P., including for this purpose their affiliates and partners, (ii) current management of the Borrower and (iii) employee stockholders of the Borrower shall acquire in excess of fifty percent (50%) of the outstanding shares of Voting Stock of the Borrower; or (q) the Borrower or any other Person shall fail to perform or observe any term, covenant or agreement contained in the Collateral Documents on its part to be performed or observed and any such failure shall remain unremedied for a period of 30 days from the occurrence thereof, or any "Event of Default" as defined in any Collateral Document shall have occurred or any of the Collateral Documents after delivery thereof shall for any reason be revoked or invalidated, or otherwise cease to be in full force and effect (other than pursuant to the operation of Section 28), or the Borrower or any other Person shall contest in any manner the validity or enforceability thereof, or the Borrower or any other Person shall deny that it has any further liability or obligation thereunder; or any of the Collateral Documents for any reason, except to the extent permitted by the terms thereof, shall cease to create a valid and perfected first priority Lien subject only to Permitted Liens in any of the Collateral purported to be covered thereby; then, and in any such event, so long as the same may be continuing, the Agents may, and upon the request of the Majority Banks shall, by notice in writing to the Borrower declare all Obligations to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; provided that in the event of any Event of Default specified in 12.1(g), 12.1(h) or 12.1(j), all such amounts shall become immediately due and payable automatically and without any requirement of notice from the Agents or any Bank. 12.2.for

Events of Default and Acceleration. If any of the following events ("Events of Default" or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, "Defaults") shall occur: (a) the Borrower shall fail to pay any principal of the Loans or any Reimbursement Obligation when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment thereofpayment; (b) the Borrower shall fail to pay any interest on the Loans, the Commitment Fee, any Letter of Credit Facility Fee, the Agents' Administrative Agent's fee, or other sums due hereunder or under any of the other Loan Documents, when within five (5) days after the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment thereof, and such failure shall not have been cured within five (5) calendar days after such payment datepayment; (c) the Borrower or the Parent shall fail to comply with any of its their covenants contained in 7.47 (other than 7.2, 7.57.7, the first sentence of 7.6, 7.8, 7.10, 7.127.10 and 7.11), 8 or 9; (d) the Borrower or the Parent or any of its Subsidiaries shall fail to perform any term, covenant or agreement contained herein or in any of the other Loan Documents (other than those specified elsewhere in this 12.112) for thirty (30) days after any Designated Officer has knowledge written notice of such failurefailure has been given to the Borrower by the Administrative Agent; (e) any representation or warranty of the Borrower or the Parent or any of its their Subsidiaries in this Credit Agreement or any of the other Loan Documents or in any other document or instrument delivered pursuant to or in connection with this Credit Agreement shall prove to have been false in any material respect upon the date when made or deemed to have been made or repeated; (f) any of the Borrower Borrower, the Parent or any of its their Subsidiaries shall fail to pay at maturity, or within any applicable period of grace, any obligation for (including any guaranties thereof) in respect of borrowed money or credit received (including letters of credit issued for the account of the Borrower, the Parent or any of its Subsidiaries) or in respect of any Capitalized Leases in excess of $5,000,000 10,000,000 in aggregate principal amountthe aggregate, or fail to observe or perform any material term, covenant or agreement contained in any agreement by which it is bound, evidencing or securing borrowed money or credit received or in respect of any Capitalized Leases in excess of $5,000,000 10,000,000 in aggregate principal amount the aggregate, for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereof; (g) any of the Borrower Borrower, the Parent or any of its their Subsidiaries shall make an assignment for the benefit of creditors, or admit in writing its inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator or receiver of any of the Borrower Borrower, the Parent or any of its their Subsidiaries or of any substantial part of the assets of any of the Borrower Borrower, the Parent or any of its their Subsidiaries or shall commence any case or other proceeding relating to any of the Borrower Borrower, the Parent or any of its their Subsidiaries under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or shall take any action to authorize or in furtherance of any of the foregoing, or if any such petition or application shall be filed or any such case or other proceeding shall be commenced against any of the Borrower Borrower, the Parent or any of its their Subsidiaries and any of the Borrower Borrower, the Parent or any of its their Subsidiaries shall indicate its approval thereof, consent thereto or acquiescence therein or such petition or application shall not have been dismissed within forty-five (45) days following the filing thereof; (h) a decree or order is entered appointing any such trustee, custodian, liquidator or receiver or adjudicating any of the Borrower Borrower, the Parent or any of its their Subsidiaries bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of any of the Borrower Borrower, the Parent or any Subsidiary of the Borrower their Subsidiaries in an involuntary case under federal bankruptcy laws as now or hereafter constituted; (i) there shall remain in force, undischarged, unsatisfied and unstayed, for more than forty-five (45) thirty days, whether or not consecutive, any final judgment against any of the Borrower Borrower, the Parent or any of its their Subsidiaries that, with other outstanding final judgments, undischarged, against the Borrower or Borrower, the Parent and any of its their Subsidiaries exceeds in the aggregate $5,000,000 and the Borrower shall have failed to provide evidence satisfactory to the Agents and the Banks that such judgment or award is fully covered by independent third- party insurance5,000,000; (j) the holders of all or any part of the Subordinated Debt or Permitted New Subordinated Debt shall accelerate the maturity of all or any part of such Indebtedness or the Subordinated Debt shall be redeemed or repurchased in whole or in part (other than with proceeds from Permitted New Subordinated Debt) or the Permitted New Subordinated Debt shall be redeemed or repurchased in whole or in part; (ki) if any of the Loan Documents or any material provision thereof shall be canceledcancelled, terminated, revoked or rescinded, rescinded otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the Banks, or (ii) any action at law, suit or in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents or any material provision thereof shall be commenced by or on behalf of the Borrower (or any of its Subsidiaries party thereto(A) the Borrower, the Parent or any of their respective Subsidiaries party thereto, or (B) any of the Xxxxx family stockholders, or (C) any other stockholder if such action, suit or proceeding has not been dismissed or withdrawn within sixty (60) days of the commencement thereof, or (iii) any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination that, or issue a judgment, order, decree or ruling to the effect that, any one or more of the Loan Documents or any material provision thereof is illegal, invalid or unenforceable in accordance with the terms thereof; (lk) the Borrower or any ERISA Affiliate incurs any liability pursuant to Title IV of ERISA (other than for premiums) to the PBGC or a Guaranteed Pension Plan in an aggregate amount exceeding $1,000,000, or the Borrower or any ERISA Affiliate is assessed withdrawal liability pursuant to Title IV of ERISA by a Multiemployer Plan requiring aggregate annual payments exceeding $1,000,000, or any of the following occurs with respect to any a Guaranteed Pension Plan, : (i) an ERISA Reportable Event shall have occurred and Event, or a failure to make a required installment or other payment (within the Majority Banks shall have reasonably determined meaning of 302(f)(1) of ERISA), provided that the Administrative Agent determines in its reasonable discretion that such event reasonably (A) could be expected to result in liability of the Borrower or any of its Subsidiaries to the PBGC or such Guaranteed Pension Plan in an aggregate amount exceeding $5,000,000 1,000,000 and such event in the circumstances occurring reasonably (B) could constitute grounds for the termination of such Guaranteed Pension Plan by the PBGC or PBGC, for the appointment by the appropriate United States District Court of a trustee to administer such Guaranteed Pension Plan or for the imposition of a lien in favor of such Guaranteed Pension Plan; or (ii) the appointment by a trustee shall have been appointed by the United States District Court of a trustee to administer such Guaranteed Pension Plan; or (iii) the institution by the PBGC shall have instituted of proceedings to terminate such Guaranteed Pension Plan; (ml) with any of the Borrower Borrower, the Parent or any of its their Subsidiaries shall be enjoined, restrained or in any way prevented by the order of any court or any administrative or regulatory agency from conducting any material part of its business and such order shall continue in effect for more than thirty (30) days; or (nm) there the Parent shall occur any strikecease to own, lockoutdirectly or indirectly, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty, which in any such case causes, for more than fifteen (15) consecutive days, the cessation or substantial curtailment of revenue producing activities 100% of the Borrower and its Subsidiaries on a consolidated basis if such event or circumstance is not covered by business interruption insurance and would have a material adverse effect on the business or financial condition of the Borrower and its Subsidiaries, taken as a whole; (o) there shall occur the loss, suspension or revocation of, or failure to renew, any license, permit or consent issued by any government or government agency or authority now held or hereafter acquired by the Borrower or any of its Subsidiaries if such loss, suspension, revocation or failure to renew would have a material adverse effect on the business or financial condition of the Borrower and its Subsidiaries, taken as a whole; or (p) any Person or group of affiliated Persons, other than a group comprised of some or all of (i) Summit Ventures II, L.P., Summit Ventures IV, L.P., and Summit Subordinated Debt Fund, L.P., including for this purpose their affiliates and partners, (ii) current management of the Borrower and (iii) employee stockholders of the Borrower shall acquire in excess of fifty percent (50%) of the outstanding shares of Voting Stock capital stock of the Borrower; or Xxxxxxx X. Xxxxx and members of the Xxxxx family (q) the Borrower or any other Person trusts or similar entities established for the benefit of members of the Xxxxx family) shall fail at any time cease to perform own, legally or observe beneficially, at least fifty-one percent (51%) (by number of votes) of the Voting Stock of the Parent; or, during any term, covenant or agreement contained in the Collateral Documents on its part to be performed or observed and any such failure shall remain unremedied for a period of 30 days from twelve consecutive calendar months, individuals who were directors or who were elected by the occurrence thereof, or any "Event of Default" as defined in any Collateral Document shall have occurred or any members of the Collateral Documents after delivery thereof shall for any reason be revoked or invalidated, or otherwise cease to be in full force and effect (other than pursuant to the operation board of Section 28), or the Borrower or any other Person shall contest in any manner the validity or enforceability thereof, or the Borrower or any other Person shall deny that it has any further liability or obligation thereunder; or any directors of the Collateral Documents for any reason, except to Parent on the extent permitted by the terms thereof, first day of such period shall cease to create constitute a valid and perfected first priority Lien subject only to Permitted Liens in any majority of the Collateral purported to be covered thereby; board of directors of the Parent. then, and in any such event, so long as the same may be continuing, the Agents Administrative Agent may, and upon the request of the Majority Banks shall, by notice in writing to the Borrower declare all Obligations amounts owing with respect to this Credit Agreement, the Notes and the other Loan Documents to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the BorrowerBorrower and the Parent; provided that in the event of any Event of Default specified in 12.1(g), 12.1(h) or 12.1(j12.1(h), all such amounts shall become immediately due and payable automatically and without any requirement of notice from the Agents Administrative Agent or any Bank. 12.2.

Events of Default and Acceleration. If any of the following events ("Events of Default" or, if the giving of notice or the lapse of time or both is required, then, prior to such notice or lapse of time, "Defaults") shall occur: (a) the Borrower shall fail to pay any principal of the Loans or any Reimbursement Obligation when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment thereofpayment; (b) the Borrower or any of its Subsidiaries shall fail to pay any interest on the Loans, the Commitment Feecommitment fee, any Letter of Credit Fee, the Agents' Agent's fee, or other sums due hereunder or under any of the other Loan Documents, within three (3) days of when the same shall become due and payable, whether at the stated date of maturity or any accelerated date of maturity or at any other date fixed for payment thereof, and such failure shall not have been cured within five (5) calendar days after such payment datepayment; (c) (i) the Borrower shall fail to comply with any of its covenants contained in 7.4Section 10 or (ii) the Borrower shall fail to comply with any of its covenants contained in Section 8, 7.5, the first sentence 9 or 10 (other than those referred to in clause (i) of 7.6, 7.8, 7.10, 7.12, 8 or 9this paragraph (c)) and such failure shall continue for ten (10) days; (d) the Borrower or any of its Subsidiaries shall fail to perform any term, covenant or agreement contained herein or in any of the other Loan Documents (other than those specified elsewhere in this 12.1Section 13.1) for thirty fifteen (3015) days after any Designated Officer has knowledge written notice of such failurefailure has been given to the Borrower by the Agent or any Bank; (e) any representation or warranty of the Borrower or any of its Subsidiaries in this Credit Agreement or any of the other Loan Documents or in any other document or instrument delivered pursuant to or in connection with this Credit Agreement shall prove to have been false in any material respect upon the date when made or deemed to have been made or repeated; (f) the Borrower or any of its Subsidiaries shall fail to pay at maturity, or within any applicable period of grace, any of the Collateral Trust Debentures or any other obligation for borrowed money or credit received or in respect of any Capitalized Leases Leases, in each case, in respect of obligations in excess of $5,000,000 in aggregate principal amount, 10,000,000 or fail to observe or perform any material term, covenant or agreement contained in any of the Collateral Trust Debentures or the Collateral Trust Indenture or any other agreement by which it is bound, evidencing or securing borrowed money or credit received or in respect of any Capitalized Leases Leases, in each case in respect of obligations in excess of $5,000,000 in aggregate principal amount 10,000,000 for such period of time as would permit (assuming the giving of appropriate notice if required) the holder or holders thereof or of any obligations issued thereunder to accelerate the maturity thereof, or any such holder or holders shall rescind or shall have a right to rescind the purchase of any such obligations; (g) the Borrower or any of its Subsidiaries shall make an assignment for the benefit of creditors, or admit in writing its inability to pay or generally fail to pay its debts as they mature or become due, or shall petition or apply for the appointment of a trustee or other custodian, liquidator or receiver of the Borrower or any of its Subsidiaries or of any substantial part of the assets of the Borrower or any of its Subsidiaries or shall commence any case or other proceeding relating to the Borrower or any of its Subsidiaries under any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation or similar law of any jurisdiction, now or hereafter in effect, or shall take any action to authorize or in furtherance of any of the foregoing, or if any such petition or application shall be filed or any such case or other proceeding shall be commenced against the Borrower or any of its Subsidiaries and the Borrower or any of its Subsidiaries shall indicate its approval thereof, consent thereto or acquiescence therein or such petition or application shall not have been dismissed within forty-five (45) days following the filing thereof; (h) a decree or order is entered appointing any such trustee, custodian, liquidator or receiver or adjudicating the Borrower or any of its Subsidiaries bankrupt or insolvent, or approving a petition in any such case or other proceeding, or a decree or order for relief is entered in respect of the Borrower or any Subsidiary of the Borrower in an involuntary case under federal bankruptcy laws as now or hereafter constituted; (i) there shall remain in force, undischarged, unsatisfied and unstayed, for more than forty-five (45) sixty days, whether or not consecutive, any final judgment against the Borrower or any of its Subsidiaries that, with other such outstanding final judgments, undischarged, against the Borrower or any of its Subsidiaries exceeds in the aggregate $5,000,000 and the Borrower shall have failed to provide evidence satisfactory to the Agents and the Banks that such judgment or award is fully covered by independent third- party insurance10,000,000; (j) the holders of all or any part of the Subordinated Debt or Permitted New Subordinated Debt shall accelerate the maturity of all or any part of such Indebtedness or the Subordinated Debt shall be redeemed or repurchased in whole or in part (other than with proceeds from Permitted New Subordinated Debt) or the Permitted New Subordinated Debt shall be redeemed or repurchased in whole or in part; (k) if any of the Loan Documents or any material provision thereof shall be canceledcancelled, terminated, revoked or rescinded, rescinded otherwise than in accordance with the terms thereof or with the express prior written agreement, consent or approval of the Banks, or any action at law, suit or in equity or other legal proceeding to cancel, revoke or rescind any of the Loan Documents or any material provision thereof shall be commenced by or on behalf of the Borrower (or any of its Subsidiaries party thereto) thereto or any of their respective stockholders, or any court or any other governmental or regulatory authority or agency of competent jurisdiction shall make a determination that, or issue a judgment, order, decree or ruling to the effect that, any one or more of the Loan Documents or any material provision thereof is illegal, invalid or unenforceable in accordance with the terms thereof; or (lk) with respect (i) the Parent shall cease to any Guaranteed Pension Planown, an ERISA Reportable Event shall have occurred legally and beneficially, 80% of the Majority Banks shall have reasonably determined that such event reasonably could be expected to result in liability capital stock of the Borrower or any of its Subsidiaries to the PBGC or such Guaranteed Pension Plan in an aggregate amount exceeding $5,000,000 and such event in the circumstances occurring reasonably could constitute grounds for the termination of such Guaranteed Pension Plan by the PBGC or for the appointment by the appropriate United States District Court of a trustee to administer such Guaranteed Pension Plan; or a trustee shall have been appointed by the United States District Court to administer such Plan; or the PBGC shall have instituted proceedings to terminate such Guaranteed Pension Plan; (m) with the Borrower or any of its Subsidiaries shall be enjoined, restrained or in any way prevented by the order of any court or any administrative or regulatory agency from conducting any material part of its business and such order shall continue in effect for more than thirty (30) days; (n) there shall occur any strike, lockout, labor dispute, embargo, condemnation, act of God or public enemy, or other casualty, which in any such case causes, for more than fifteen (15) consecutive days, the cessation or substantial curtailment of revenue producing activities of the Borrower and its Subsidiaries on a consolidated basis if such event or circumstance is not covered by business interruption insurance and would have a material adverse effect on the business or financial condition of the Borrower and its Subsidiaries, taken as a whole; (o) there shall occur the loss, suspension or revocation of, or failure to renew, any license, permit or consent issued by any government or government agency or authority now held or hereafter acquired by the Borrower or any of its Subsidiaries if such loss, suspension, revocation or failure to renew would have a material adverse effect on the business or financial condition of the Borrower and its Subsidiaries, taken as a whole; or (pii) any Person person or group of affiliated Personspersons (within the meaning of Section 13 or 14 of the Securities Exchange Act of 1934, as amended) (other than a person or group comprised of some or all of (i) Summit Ventures II, L.P., Summit Ventures IV, L.P., and Summit Subordinated Debt Fund, L.P., including for this purpose their affiliates and partners, (ii) current management of the Borrower and (iii) employee stockholders of the Borrower shall acquire persons holding in excess of fifty percent the following percentage on the Closing Date) shall have acquired beneficial ownership (50%within the meaning of Rule 13d-3 promulgated by the Securities and Exchange Commission under said Act) of 25% or more of the outstanding shares of Voting Stock common stock of the BorrowerParent; or (q) the Borrower or or, during any other Person shall fail to perform or observe any term, covenant or agreement contained in the Collateral Documents on its part to be performed or observed and any such failure shall remain unremedied for a period of 30 days from the occurrence thereoftwelve consecutive calendar months, or any "Event of Default" as defined in any Collateral Document shall have occurred or any individuals who were directors of the Collateral Documents after delivery thereof shall for any reason be revoked or invalidated, or otherwise cease to be in full force and effect (other than pursuant to Parent on the operation first day of Section 28), or the Borrower or any other Person shall contest in any manner the validity or enforceability thereof, or the Borrower or any other Person shall deny that it has any further liability or obligation thereunder; or any of the Collateral Documents for any reason, except to the extent permitted by the terms thereof, such period shall cease to create constitute a valid and perfected first priority Lien subject only to Permitted Liens in any majority of the Collateral purported to be covered therebyboard of directors of the Parent; then, and in any such event, so long as the same may be continuing, the Agents Agent may, and upon the request of the Majority Banks shall, by notice in writing to the Borrower declare all amounts owing with respect to this Credit Agreement, the Notes and the other Loan Documents and all Reimbursement Obligations to be, and they shall thereupon forthwith become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by the Borrower; provided that in the event of any Event of Default specified in 12.1(g), 12.1(hSections 13.1(g) or 12.1(j13.1(h), all such amounts shall become immediately due and payable automatically and without any requirement of notice from the Agents Agent or any Bank. 12.213.2.