EXISTED AT
THE TIME OF SUCH ACQUISITION, WAS NOT PUT INTO PLACE IN ANTICIPATION OF SUCH
ACQUISITION AND WAS NOT APPLICABLE TO ANY PERSON OR ASSETS OTHER THAN THE PERSON
OR ASSETS SO ACQUIRED, (G) AGREEMENTS WITH RESPECT TO INDEBTEDNESS SECURED BY
LIENS PERMITTED BY SECTION 6.02 THAT RESTRICT THE ABILITY TO TRANSFER THE ASSETS
SECURING SUCH INDEBTEDNESS, (H) CUSTOMARY RESTRICTIONS AND CONDITIONS CONTAINED
IN AGREEMENTS RELATING TO SECURITIZATIONS PERMITTED HEREUNDER, PROVIDED THAT
SUCH RESTRICTIONS AND CONDITIONS APPLY ONLY TO SECURITIZATION VEHICLES AND TO
THE SECURITIZATION ASSETS THAT ARE SUBJECT TO SUCH SECURITIZATIONS AND (I) ANY
RESTRICTION EXISTING UNDER THE NEW NOTES AND/OR THE BRIDGE FACILITY.
SECTION 6.11.
AMENDMENT OF MATERIAL DOCUMENTS.
(A)
THE BORROWER WILL NOT, NOR
WILL IT PERMIT ANY SUBSIDIARY TO, AMEND, MODIFY OR WAIVE ANY SECOND
94
PRIORITY SECURITY DOCUMENT OR ANY OF ITS RIGHTS THEREUNDER WITHOUT THE CONSENT
OF THE COLLATERAL AGENT, OTHER THAN MODIFICATIONS TO SUCH AGREEMENTS IN
CONNECTION WITH (I) THE JOINDER OF ADDITIONAL SUBSIDIARY LOAN PARTIES EFFECTED
BY THE EXECUTION OF SUPPLEMENTS TO SUCH AGREEMENTS AND (II) THE INCLUSION OF
ADDITIONAL SECOND PRIORITY DEBT PERMITTED PURSUANT TO
SECTION 6.01(A)(VII) CONSTITUTING SECURED OBLIGATIONS (AS DEFINED IN THE SECOND
PRIORITY SECURITY AGREEMENT) UNDER SUCH AGREEMENTS.
THE BORROWER WILL NOT, NOR
WILL IT PERMIT ANY SUBSIDIARY TO, AMEND, MODIFY OR WAIVE ANY INSTRUMENT
GOVERNING THE NEW NOTES OR THE BRIDGE FACILITY AND ANY RELATED SECURITY
DOCUMENTS, OR ANY OF ITS RIGHTS UNDER ANY OF THE FOREGOING WITHOUT THE CONSENT
OF THE COLLATERAL AGENT, OTHER THAN AMENDMENTS, MODIFICATIONS AND WAIVERS THAT
ARE NOT MATERIAL AND ADVERSE TO THE INTERESTS OF THE LENDERS.
(B)
THE BORROWER WILL NOT, AND WILL NOT PERMIT ANY SUBSIDIARY PARTY TO THE
INTERCOMPANY INVENTORY PURCHASE AGREEMENT TO, AMEND, TERMINATE, OR OTHERWISE
MODIFY THE INTERCOMPANY INVENTORY PURCHASE AGREEMENT IN ANY MANNER MATERIALLY
ADVERSE TO THE LENDERS OR THEIR INTERESTS UNDER THE SENIOR LOAN DOCUMENTS
WITHOUT THE PRIOR WRITTEN APPROVAL OF THE COLLATERAL AGENT; PROVIDED, HOWEVER,
THAT THE FOREGOING SHALL NOT LIMIT THE BORROWER'S RESPONSIBILITIES PURSUANT TO
SECTION 3.2 OF THE INTERCOMPANY INVENTORY PURCHASE AGREEMENT.
SECTION 6.12.
CONSOLIDATED FIXED CHARGE COVERAGE RATIO.
THE BORROWER WILL NOT
PERMIT THE CONSOLIDATED FIXED CHARGE COVERAGE RATIO FOR THE PERIOD OF FOUR
CONSECUTIVE FISCAL QUARTERS MOST RECENTLY ENDED ON OR PRIOR TO ANY DAY DURING A
FINANCIAL COVENANT EFFECTIVENESS PERIOD TO BE LESS THAN THE RATIO SET FORTH
BELOW OPPOSITE THE PERIOD THAT INCLUDES THE LAST DAY OF SUCH FOUR QUARTER
PERIOD:
Four Fiscal Quarter Period Ending
Ratio
December 3, 2006 through March 3, 2007
1.00 to 1.00
March 4, 2007 through June 2, 2007
1.00 to 1.00
June 3, 2007 through September 1, 2007
1.00 to 1.00
September 2, 2007 through December 1, 2007
1.00 to 1.00
December 2, 2007 through March 1, 2008
1.00 to 1.00
March 2, 2008 through May 31, 2008
1.00 to 1.00
June 1, 2008 through August 30, 2008
1.00 to 1.00
August 31, 2008 through November 29, 2008
1.05 to 1.00
November 30, 2008 through February 28, 2009
1.05 to