AGREEMENT RELATING TO SECURED
INDEBTEDNESS PERMITTED BY THIS AGREEMENT IF SUCH RESTRICTIONS OR CONDITIONS
APPLY ONLY TO
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THE PROPERTY OR ASSETS SECURING SUCH INDEBTEDNESS AND (V) CLAUSE (A) OF THE
FOREGOING SHALL NOT APPLY TO CUSTOMARY PROVISIONS IN LEASES AND OTHER CONTRACTS
RESTRICTING THE ASSIGNMENT THEREOF.
SECTION 6.11. AMENDMENT OF MATERIAL DOCUMENTS. NEITHER HOLDINGS NOR THE BORROWER
WILL, NOR WILL THEY PERMIT ANY SUBSIDIARY TO, AMEND, MODIFY, WAIVE, TERMINATE OR
RELEASE (A) ITS CERTIFICATE OF INCORPORATION, BY-LAWS OR OTHER ORGANIZATIONAL
DOCUMENTS, (B) THE INDEBTEDNESS PERMITTED UNDER SECTION 6.01(A)(II) OR (A)(III)
OR (C) ANY AGREEMENTS GOVERNING JOINT VENTURES OF THE BORROWER OR ANY SUBSIDIARY
AS OF THE EFFECTIVE DATE, IN EACH CASE IF THE EFFECT OF SUCH AMENDMENT,
MODIFICATION, WAIVER, TERMINATION OR RELEASE IS ADVERSE TO HOLDINGS, THE
BORROWER, ANY SUBSIDIARY OR THE LENDERS.
SECTION 6.12. INTEREST EXPENSE COVERAGE RATIO. THE BORROWER WILL NOT PERMIT THE
RATIO OF (A) CONSOLIDATED EBITDA TO (B) CONSOLIDATED CASH INTEREST EXPENSE
(DETERMINED ON A PRO FORMA BASIS IN ACCORDANCE WITH SECTION 1.05), IN EACH CASE
FOR ANY PERIOD OF FOUR CONSECUTIVE FISCAL QUARTERS OF THE BORROWER ENDING ON OR
ABOUT ANY DATE DURING ANY SUCH PERIOD TO BE LESS THAN 2.0 TO 1.0.
SECTION 6.13. LEVERAGE RATIO. THE BORROWER WILL NOT PERMIT THE LEVERAGE RATIO
(DETERMINED ON A PRO FORMA BASIS IN ACCORDANCE WITH SECTION 1.05) TO EXCEED 6.5
TO 1.0.
SECTION 6.14. SENIOR LEVERAGE RATIO. THE BORROWER WILL NOT PERMIT THE SENIOR
LEVERAGE RATIO (DETERMINED ON A PRO FORMA BASIS IN ACCORDANCE WITH SECTION 1.05)
TO EXCEED 5.0 TO 1.0.
SECTION 6.15. CHANGES IN FISCAL PERIODS. HOLDINGS WILL NEITHER (A) PERMIT ITS
FISCAL YEAR OR THE FISCAL YEAR OF THE BORROWER OR ANY SUBSIDIARY TO END ON A DAY
OTHER THAN DECEMBER 31, NOR (B) CHANGE ITS METHOD OF DETERMINING FISCAL
QUARTERS.
SECTION 6.16. AVAILABILITY OF EXCEPTIONS. FOR THE AVOIDANCE OF DOUBT, IN
DETERMINING COMPLIANCE WITH THE RESTRICTIONS SET FORTH IN THIS ARTICLE VI WITH
RESPECT TO ANY PROPOSED FINANCING, PURCHASE, SALE OR OTHER TRANSACTION, THE
LOAN PARTIES SHALL BE ENTITLED TO ELECT AND RELY UPON ANY SINGLE EXCEPTION OR
ANY COMBINATION OF APPLICABLE EXCEPTIONS AS THEY DEEM APPROPRIATE.
ARTICLE VII
Events of Default
If any of the following events (any such event, an "Event of Default") shall
occur:
(A) THE BORROWER SHALL FAIL TO PAY ANY PRINCIPAL OF ANY LOAN WHEN AND AS THE
SAME SHALL BECOME DUE AND PAYABLE, WHETHER AT THE DUE DATE THEREOF OR AT A DATE
FIXED FOR PREPAYMENT THEREOF OR OTHERWISE;
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(B) THE BORROWER SHALL FAIL TO PAY ANY INTEREST ON ANY LOAN OR ANY FEE OR ANY
OTHER AMOUNT (OTHER THAN AN AMOUNT REFERRED TO IN PARAGRAPH (A) OF THIS ARTICLE)
PAYABLE UNDER ANY LOAN DOCUMENT, WHEN AND AS THE SAME SHALL BECOME DUE AND
PAYABLE, AND SUCH FAILURE SHALL CONTINUE UNREMEDIED FOR A PERIOD OF THREE
BUSINESS DAYS;
(C) ANY REPRESENTATION OR WARRANTY MADE OR DEEMED MADE BY OR ON BEHALF OF
HOLDINGS, THE BORROWER OR ANY SUBSIDIARY IN ANY LOAN DOCUMENT