REQUIRED BY GAAP.
(B)
EFFECT OR PERMIT ANY CHANGE REFERRED TO IN
SECTION 6.14(A) UNLESS (I) THE COLLATERAL AGENT'S WRITTEN ACKNOWLEDGEMENT THAT
ALL FILINGS HAVE BEEN MADE UNDER THE UCC OR OTHERWISE THAT ARE REQUIRED IN ORDER
FOR THE COLLATERAL AGENT TO CONTINUE AT ALL TIMES FOLLOWING SUCH CHANGE TO HAVE
A VALID, LEGAL AND PERFECTED FIRST PRIORITY SECURITY INTEREST IN ALL THE
COLLATERAL FOR ITS OWN BENEFIT AND THE BENEFIT OF THE OTHER CREDIT PARTIES, AND
(II) AFTER GIVING EFFECT TO ANY CHANGE TO THE LOCATION OF THE COLLATERAL, ALL
COLLATERAL SHALL BE LOCATED WITHIN THE CONTINENTAL UNITED STATES.
7.14
Deposit Accounts; Credit
Card Processors.
Open new DDAs or Blocked Accounts, or enter into agreements
with any credit card processors, unless the Loan Parties shall have delivered to
the Collateral Agent appropriate Blocked Account Agreements or Credit Card
Notifications, as appropriate, consistent with the provisions of Section 6.13
and otherwise reasonably satisfactory to the Administrative Agent.
Except as
permitted hereby, no Loan Party shall maintain any bank accounts or enter into
any agreements with credit card processors other than the ones expressly
contemplated herein or in Section 6.13 hereof.
7.15
Consolidated Fixed Charge
Coverage Ratio.
During the continuance of a Covenant Compliance Event, permit
the Consolidated Fixed Charge Coverage Ratio, calculated as of the last day of
each month for any Measurement Period, to be less than 1.1:1.0.
ARTICLE VIII
EVENTS OF DEFAULT AND REMEDIES
8.01
Events of Default.
Any of
the following shall constitute an Event of Default:
(A)
NON-PAYMENT.
THE BORROWERS OR ANY OTHER LOAN
PARTY FAILS TO PAY WHEN AND AS REQUIRED TO BE PAID HEREIN, (I) ANY AMOUNT OF
PRINCIPAL OF ANY LOAN OR ANY L/C OBLIGATION, OR DEPOSIT ANY FUNDS AS CASH
COLLATERAL IN RESPECT OF L/C OBLIGATIONS, OR (II) ANY INTEREST ON ANY LOAN OR ON
ANY L/C OBLIGATION, OR ANY FEE DUE HEREUNDER, WHICH FAILURE CONTINUES FOR THREE
(3) CALENDAR DAYS, OR (III) ANY OTHER AMOUNT PAYABLE HEREUNDER OR UNDER ANY
OTHER LOAN DOCUMENT, WHICH FAILURE CONTINUES FOR THREE (3) CALENDAR DAYS; OR
(B)
SPECIFIC COVENANTS.
(I) ANY LOAN PARTY FAILS TO
PERFORM OR OBSERVE ANY TERM, COVENANT OR AGREEMENT CONTAINED IN ANY OF
SECTION 6.01, 6.02, 6.03, 6.05, 6.07, 6.10, 6.11, 6.12, 6.13 OR 6.14 OR
ARTICLE VII; OR
(C)
OTHER DEFAULTS.
ANY LOAN PARTY FAILS TO PERFORM
OR OBSERVE ANY OTHER COVENANT OR AGREEMENT (NOT SPECIFIED IN SUBSECTION (A) OR
(B) ABOVE) CONTAINED IN ANY LOAN DOCUMENT ON ITS PART TO BE PERFORMED OR
OBSERVED AND SUCH FAILURE CONTINUES FOR TWENTY (20) DAYS; OR
(D)
REPRESENTATIONS AND WARRANTIES.
ANY
REPRESENTATION, WARRANTY, CERTIFICATION OR STATEMENT OF FACT MADE OR DEEMED MADE
BY OR ON BEHALF OF ANY BORROWER OR ANY OTHER LOAN PARTY HEREIN, IN ANY OTHER
LOAN DOCUMENT, OR IN ANY DOCUMENT DELIVERED IN CONNECTION HEREWITH OR THEREWITH
(INCLUDING, WITHOUT LIMITATION, ANY BORROWING BASE CERTIFICATE) SHALL BE
INCORRECT OR MISLEADING IN ANY MATERIAL RESPECT WHEN MADE OR DEEMED MADE; OR
(E)
CROSS-DEFAULT.
(I) ANY LOAN PARTY OR ANY
SUBSIDIARY THEREOF