OR (IV) THE BORROWER OR ANY OTHER LOAN PARTY SHALL TAKE ANY
ACTION IN WRITING IN FURTHERANCE OF, OR INDICATING ITS CONSENT TO, APPROVAL OF,
OR ACQUIESCENCE IN, ANY OF THE ACTS SET FORTH IN CLAUSE (I), (II), OR (III)
ABOVE; OR (V) THE BORROWER OR ANY OTHER LOAN PARTY SHALL GENERALLY NOT, OR SHALL
BE UNABLE TO, OR SHALL ADMIT IN WRITING ITS INABILITY TO, PAY ITS DEBTS AS THEY
BECOME DUE OR THERE SHALL BE A GENERAL ASSIGNMENT FOR THE BENEFIT OF CREDITORS;
OR
(H)
(I)
ANY PERSON SHALL ENGAGE IN ANY NON-EXEMPT "PROHIBITED
TRANSACTION" (AS DEFINED IN SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE)
INVOLVING ANY PLAN, (II) ANY "ACCUMULATED FUNDING DEFICIENCY" (AS DEFINED IN
SECTION 302 OF ERISA), WHETHER OR NOT WAIVED, SHALL EXIST WITH RESPECT TO ANY
PLAN, (III) A REPORTABLE EVENT SHALL OCCUR WITH RESPECT TO, OR PROCEEDINGS SHALL
COMMENCE TO HAVE A TRUSTEE APPOINTED, OR A TRUSTEE SHALL BE APPOINTED, TO
ADMINISTER OR TO TERMINATE ANY SINGLE EMPLOYER PLAN, WHICH REPORTABLE EVENT OR
COMMENCEMENT OF PROCEEDINGS OR APPOINTMENT OF A TRUSTEE WOULD REASONABLY BE
EXPECTED TO RESULT IN THE TERMINATION OF SUCH PLAN FOR PURPOSES OF TITLE IV OF
ERISA, (IV) ANY SINGLE EMPLOYER PLAN SHALL TERMINATE FOR PURPOSES OF TITLE IV OF
ERISA (OTHER THAN A STANDARD TERMINATION) OR (V) THE BORROWER OR ANY COMMONLY
CONTROLLED ENTITY WOULD REASONABLY BE EXPECTED TO INCUR ANY LIABILITY IN
CONNECTION WITH A WITHDRAWAL FROM, OR THE INSOLVENCY OR REORGANIZATION OF, A
MULTIEMPLOYER PLAN; OR
(I)
ONE OR MORE JUDGMENTS OR DECREES SHALL BE ENTERED AGAINST ONE OR
MORE OF THE LOAN PARTIES INVOLVING IN THE AGGREGATE A LIABILITY FOR ALL LOAN
PARTIES (NOT PAID OR FULLY COVERED BY INSURANCE UNDER WHICH THE INSURER HAS
ACKNOWLEDGED LIABILITY IN WRITING) OF $1,000,000 OR MORE, AND ALL SUCH JUDGMENTS
OR DECREES SHALL NOT HAVE BEEN VACATED, DISCHARGED, STAYED OR BONDED PENDING
APPEAL WITHIN 60 DAYS FROM THE ENTRY THEREOF OR IN ANY EVENT FIVE DAYS BEFORE
THE DATE OF ANY SALE PURSUANT TO SUCH JUDGMENT OR DECREE; OR ANY NON-MONETARY
JUDGMENT OR ORDER SHALL BE ENTERED AGAINST ANY LOAN PARTY THAT COULD HAVE A
MATERIAL ADVERSE EFFECT AND EITHER (I) ENFORCEMENT PROCEEDINGS SHALL HAVE BEEN
COMMENCED BY ANY PERSON UPON SUCH JUDGMENT WHICH HAS NOT BEEN STAYED PENDING
APPEAL OR (II) THERE SHALL BE ANY PERIOD OF 10 CONSECUTIVE DAYS DURING WHICH A
STAY OF ENFORCEMENT OF SUCH JUDGMENT OR ORDER, BY REASON OF A PENDING APPEAL OR
OTHERWISE, SHALL NOT BE IN EFFECT; OR
(J)
EITHER (I) ANY PERSON OR "GROUP" (WITHIN THE MEANING OF RULES
13D-3 AND 13D-5 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED) OTHER
THAN SUMMIT PARTNERS, L.P. AND ITS AFFILIATES SHALL HAVE OBTAINED THE POWER
(WHETHER OR NOT EXERCISED) TO ELECT A MAJORITY OF THE MEMBERS OF THE BOARD OF
DIRECTORS (OR SIMILAR GOVERNING BODY) OF PLEDGOR; OR (II) THE PLEDGOR IS
57
NO LONGER THE LEGAL AND BENEFICIAL OWNER OF 100% OF THE CAPITAL STOCK OF