circumstance has existed and been continuing and, in
the case of each such condition or occurrence, the action that the Borrower or
its applicable Subsidiary has taken and/or proposes to take with respect
thereto.
(O)
INSURANCE.
AS SOON AS AVAILABLE AND IN ANY
EVENT WITHIN 90 DAYS AFTER THE END OF EACH FISCAL YEAR, COMMENCING WITH THE
FISCAL YEAR ENDING DECEMBER 31, 2004, A REPORT SUMMARIZING THE INSURANCE
COVERAGE IN EFFECT FOR THE LOAN PARTIES AND THEIR RESPECTIVE SUBSIDIARIES,
SPECIFYING THEREIN THE TYPE, CARRIER, AMOUNT, DEDUCTIBLES AND CO-INSURANCE
REQUIREMENTS AND EXPIRATION DATES THEREOF AND CONTAINING SUCH ADDITIONAL
INFORMATION AS ANY OF THE LENDERS, THROUGH THE ADMINISTRATIVE AGENT, MAY
REASONABLY REQUEST.
(P)
OTHER INFORMATION.
SUCH OTHER INFORMATION
RESPECTING THE BUSINESS, CONDITION (FINANCIAL OR OTHERWISE), OPERATIONS,
LIABILITIES (ACTUAL OR CONTINGENT), PERFORMANCE, PROPERTIES OR PROSPECTS OF THE
BORROWER OR ANY OF ITS SUBSIDIARIES AS ANY OF
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THE LENDERS, THROUGH THE ADMINISTRATIVE AGENT, MAY FROM TIME TO TIME REASONABLY
REQUEST.
6.14
Financial Covenants.
(A)
TOTAL LEVERAGE RATIO.
UNTIL THE
TERMINATION DATE, THE BORROWER WILL MAINTAIN A TOTAL LEVERAGE RATIO AS OF THE
LAST DAY OF EACH MEASUREMENT PERIOD SET FORTH ON SCHEDULE 1.01(D) OF NOT MORE
THAN THE APPLICABLE RATIO FOR SUCH MEASUREMENT PERIOD; AND
(B)
INTEREST COVERAGE RATIO.
UNTIL THE
TERMINATION DATE IN RESPECT OF THE FIRST LIEN FACILITY, THE BORROWER WILL
MAINTAIN AN INTEREST COVERAGE RATIO AS OF THE LAST DAY OF EACH MEASUREMENT
PERIOD SET FORTH BELOW OF NOT LESS THAN THE AMOUNT SET FORTH BELOW FOR EACH
MEASUREMENT PERIOD SET FORTH BELOW:
For Each Measurement
Period Ending During
the Period
Ratio
From September 30, 2004 through Fiscal Quarter ending September 30, 2005
2.25:1.00
From October 1, 2005 through Fiscal Quarter ending September 30, 2006
2.50:1.00
From October 1, 2006 through Fiscal Quarter ending September 30, 2007
2.75:1.00
From October 1, 2007 through Fiscal Quarter ending September 30, 2008
3.00:1.00
Each Fiscal Quarter thereafter
3.25:1.00
6.15
Post-Closing Matters.
(a) Upon the occurrence of
the Holding Company Event, Holdings shall (i) execute and deliver a Holdings
Joinder Agreement and Guaranty in substantially the form of Exhibit K hereto
(the "Holdings Joinder and Guaranty") and a Security Agreement Supplement for
each of the Security Agreements, (ii) deliver certificates representing the
Pledged Interests of Holdings in the Borrower to the Applicable Collateral
Agent, and (iii) have taken each such other action that would be required in
respect of a newly-formed Subsidiary of the Borrower under Section 6.11(a)
(without regard to any time period specified therein), including, without
limitation, delivery of an opinion of counsel to Holdings on the terms set forth
in clause (a)(D) of Section 6.11.
(b)
With respect to certain collateral security
matters, the Borrower will cause to be furnished all documents and instruments,
and cause to be performed all actions, in each case of the type and by the
"Required Date" specified therefor (or such later date (not to exceed 45 days)
as the Administrative Agent may agree), in Schedule 6.15.
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ARTICLE VII
NEGATIVE COVENANTS
Until the