AND ALL OTHER HAZARDS AND RISKS, AND IN SUCH AMOUNTS, AS ORDINARILY INSURED
AGAINST BY OTHER OWNERS IN SIMILAR BUSINESSES CONDUCTED IN THE LOCATIONS WHERE
BORROWER'S BUSINESS IS CONDUCTED ON THE DATE HEREOF.
BORROWER SHALL ALSO
MAINTAIN, OR SHALL CAUSE PARENT TO MAINTAIN, LIABILITY AND OTHER INSURANCE IN
AMOUNTS AND OF A TYPE THAT ARE CUSTOMARY TO BUSINESSES SIMILAR TO BORROWER'S.
(B)
ALL SUCH POLICIES OF INSURANCE SHALL BE IN SUCH FORM, WITH SUCH COMPANIES,
AND IN SUCH AMOUNTS AS REASONABLY SATISFACTORY TO BANK.
ALL POLICIES OF
PROPERTY INSURANCE SHALL CONTAIN A LENDER'S LOSS PAYABLE ENDORSEMENT, IN A FORM
SATISFACTORY TO BANK, SHOWING BANK AS AN ADDITIONAL LOSS PAYEE, AND ALL
LIABILITY INSURANCE POLICIES SHALL SHOW BANK AS AN ADDITIONAL INSURED AND
SPECIFY THAT THE INSURER MUST GIVE AT LEAST 20 DAYS NOTICE TO BANK BEFORE
CANCELING ITS POLICY FOR ANY REASON.
UPON BANK'S REQUEST, BORROWER SHALL
DELIVER TO BANK CERTIFIED COPIES OF THE POLICIES OF INSURANCE AND EVIDENCE OF
ALL PREMIUM PAYMENTS.
IF NO EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING,
PROCEEDS PAYABLE UNDER ANY CASUALTY POLICY WILL, AT BORROWER'S OPTION, BE
PAYABLE TO BORROWER TO REPLACE THE PROPERTY SUBJECT TO THE CLAIM, PROVIDED THAT
ANY SUCH REPLACEMENT PROPERTY SHALL BE DEEMED COLLATERAL IN WHICH BANK HAS BEEN
GRANTED A FIRST PRIORITY SECURITY INTEREST.
IF AN EVENT OF DEFAULT HAS OCCURRED
AND IS CONTINUING, ALL PROCEEDS PAYABLE UNDER ANY SUCH POLICY SHALL, AT BANK'S
OPTION, BE PAYABLE TO BANK TO BE APPLIED ON ACCOUNT OF THE OBLIGATIONS.
6.6
PRIMARY DEPOSITORY.
BORROWER SHALL MAINTAIN ALL ITS DEPOSITORY,
OPERATING, AND INVESTMENT ACCOUNTS WITH BANK OR BANK'S AFFILIATES, PROVIDED THAT
BORROWER MAY MAINTAIN UP TO: (A)
$250,000 IN THE AGGREGATE AT BANK OF AMERICA FOR UP TO 90 DAYS AFTER THE CLOSING
DATE; AND (B) $136,000 IN THE AGGREGATE HELD AT JP MORGAN BANK UNTIL AUGUST 15,
2005.
6.7
FINANCIAL COVENANTS.
BORROWER SHALL AT ALL TIMES MAINTAIN THE FOLLOWING
FINANCIAL RATIOS AND COVENANTS:
(A)
MINIMUM CASH.
A BALANCE OF CASH OF BORROWER: (A) ON THE CLOSING DATE,
PRIOR TO THE INITIAL CREDIT EXTENSION, OF THREE HUNDRED THOUSAND DOLLARS
($300,000), AND (B) AT ALL TIMES FROM AND AFTER THE CLOSING DATE, OF NOT LESS
THAN ONE MILLION TWO HUNDRED THOUSAND DOLLARS ($1,200,000) (THE "REQUIRED
BALANCE") IN MONEY MARKET ACCOUNT #1892864073 AT BANK; PROVIDED, HOWEVER, UPON
DELIVERY BY PARENT TO BANK OF EXECUTED ACCOUNT CONTROL AND SUBORDINATION
AGREEMENTS IN FAVOR OF BANK, IN FORM AND CONTENT SATISFACTORY TO BANK IN ITS
SOLE DISCRETION, WITH RESPECT TO PARENT'S DEPOSIT AND INVESTMENT ACCOUNTS, THE
REQUIRED BALANCE SHALL BE REDUCED TO ONE MILLION DOLLARS ($1,000,000).
SUCH
MONEY MARKET ACCOUNT AND ALL AMOUNTS HELD THEREIN, TOGETHER WITH ALL PROCEEDS
THEREOF, INTEREST PAID THEREON, AND SUBSTITUTIONS THEREFOR, AND ALL ACCOUNTS,
SECURITIES, INSTRUMENTS, SECURITIES ENTITLEMENTS AND FINANCIAL ASSETS ARISING
OUT OF ANY OF THE FOREGOING, ARE THE "CASH COLLATERAL".
BORROWER GRANTS AND
PLEDGES TO BANK A CONTINUING SECURITY INTEREST IN ALL PRESENTLY EXISTING AND
HEREAFTER ACQUIRED OR ARISING CASH COLLATERAL, IN ORDER TO SECURE PROMPT
REPAYMENT OF ANY