HAVE A
LENDER'S LOSS PAYABLE ENDORSEMENT SHOWING BANK AS AN ADDITIONAL LOSS PAYEE AND
ALL POLICIES SHALL PROVIDE THAT THE INSURER MUST GIVE BANK AT LEAST TWENTY (20)
DAYS NOTICE BEFORE CANCELING ITS POLICY.
AT BANK'S REQUEST, BORROWER SHALL
DELIVER CERTIFIED COPIES OF POLICIES AND EVIDENCE OF ALL PREMIUM PAYMENTS.
PROCEEDS RECEIVED BY THE BANK UNDER ANY POLICY SHALL, AT BANK'S OPTION, BE
PAYABLE TO BANK ON ACCOUNT OF THE OBLIGATIONS. NOTWITHSTANDING THE FOREGOING, SO
LONG AS NO EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, BORROWER SHALL HAVE
THE OPTION OF APPLYING THE PROCEEDS OF ANY CASUALTY POLICY TOWARD THE
REPLACEMENT OR REPAIR OF DESTROYED OR DAMAGED PROPERTY (AND BANK SHALL EXECUTE
SUCH DOCUMENTATION AS MAY BE REASONABLY NECESSARY TO INSTRUCT THE BORROWER'S
INSURANCE COMPANY TO RELEASE SUCH PROCEEDS FROM THE BANK'S LIEN); PROVIDED THAT
(I) ANY SUCH REPLACED OR REPAIRED PROPERTY (A) SHALL BE OF EQUAL OR LIKE VALUE
AS THE REPLACED OR REPAIRED COLLATERAL AND (B) SHALL BE DEEMED COLLATERAL IN
WHICH BANK HAS BEEN GRANTED A FIRST PRIORITY SECURITY INTEREST AND (II) AFTER
THE OCCURRENCE AND DURING THE CONTINUATION OF AN EVENT OF DEFAULT ALL PROCEEDS
PAYABLE UNDER SUCH CASUALTY POLICY SHALL, AT THE OPTION OF THE BANK, BE PAYABLE
TO BANK ON ACCOUNT OF THE OBLIGATIONS. IF BORROWER FAILS TO OBTAIN INSURANCE AS
REQUIRED UNDER SECTION 6.5 OR TO PAY ANY AMOUNT OR FURNISH ANY REQUIRED PROOF OF
PAYMENT TO THIRD PERSONS AND THE BANK, BANK MAY MAKE ALL OR PART OF SUCH PAYMENT
OR OBTAIN SUCH INSURANCE POLICIES REQUIRED IN SECTION 6.5, AND TAKE ANY ACTION
UNDER THE POLICIES BANK DEEMS PRUDENT.
6.5
ACCOUNTS.
(A)
IN ORDER TO PERMIT THE BANK TO MONITOR THE
BORROWER'S FINANCIAL PERFORMANCE AND CONDITION, BORROWER SHALL MAINTAIN WITH
BANK, OR AN AFFILIATE: (I) BORROWER'S PRIMARY OPERATING ACCOUNTS, AND (II) ALL
OF BORROWER'S DEPOSITORY AND SECURITIES ACCOUNTS. BORROWER'S CASH OR SECURITIES
IN EXCESS OF THAT AMOUNT USED FOR BORROWER'S OPERATIONS SHALL BE MAINTAINED OR
ADMINISTERED THROUGH THE BANK, OR AN AFFILIATE.
(B)
BORROWER SHALL IDENTIFY TO BANK, IN WRITING,
ANY BANK OR SECURITIES ACCOUNT OPENED BY BORROWER WITH ANY INSTITUTION OTHER
THAN BANK.
IN ADDITION, FOR EACH SUCH ACCOUNT THAT THE BORROWER AT ANY TIME
OPENS OR MAINTAINS, BORROWER SHALL, AT THE BANK'S REQUEST AND OPTION, PURSUANT
TO AN AGREEMENT IN FORM AND SUBSTANCE ACCEPTABLE TO THE BANK AND THE DEPOSITORY
BANK, CAUSE THE DEPOSITORY BANK OR SECURITIES INTERMEDIARY TO AGREE THAT SUCH
ACCOUNT IS THE COLLATERAL OF THE BANK PURSUANT TO THE TERMS HEREUNDER.
THE
PROVISIONS OF THE PREVIOUS
7
SENTENCE SHALL NOT APPLY TO DEPOSIT ACCOUNTS EXCLUSIVELY USED FOR PAYROLL,
PAYROLL TAXES AND OTHER SALARY, COMPENSATION, WAGE AND BENEFIT PAYMENTS TO OR
FOR THE BENEFIT OF THE BORROWER'S EMPLOYEES AND DIRECTORS.
THE BORROWER SHALL
HAVE THIRTY (30) CALENDAR DAYS FROM THE CLOSING DATE TO TRANSFER THE
ABOVE-REFERENCED ACCOUNTS TO BANK.
6.6
FINANCIAL COVENANTS.
(a)
Adjusted Quick Ratio.
Borrower shall
maintain at all times, to be tested as of the last day of each: (i) quarter, and
(ii)