SUCH PAYMENT OR OBTAIN SUCH INSURANCE POLICIES REQUIRED IN THIS SECTION 6.7,
AND TAKE ANY ACTION UNDER THE POLICIES BANK DEEMS PRUDENT.
6.8
OPERATING ACCOUNTS.
(A)
SUBJECT TO THE FOLLOWING, MAINTAIN ALL OF ITS OPERATING AND OTHER
DEPOSIT ACCOUNTS AND SECURITIES ACCOUNTS WITH BANK AND BANK'S AFFILIATES:
(I)
BORROWER IS PERMITTED TO MAINTAIN THE EXISTING
BANK OF AMERICA, N.A. ACCOUNT NUMBER 0006827055 AND THE EXISTING TD BANK, N.A.
ACCOUNT NUMBER 8242351851 (COLLECTIVELY, THE "BORROWER BANK ACCOUNTS"), PROVIDED
THAT (A) THE CONTROL AGREEMENTS ARE DELIVERED IN ACCORDANCE WITH THE TERMS OF
THE POST-CLOSING LETTER; AND (B) SUCH BORROWER BANK ACCOUNTS SHALL BE CLOSED
WITHIN SIXTY (60) DAYS OF THE EFFECTIVE DATE, AND THE PROCEEDS OF SUCH BORROWER
BANK ACCOUNTS SHALL BE TRANSFERRED FOR DEPOSIT INTO AN ACCOUNT AT BANK.
IN ANY
EVENT, BORROWER SHALL PROMPTLY NOTIFY ITS ACCOUNT DEBTORS TO REMIT PAYMENTS TO
BORROWER'S COLLATERAL ACCOUNT MAINTAINED AT BANK.
(II)
BORROWER IS PERMITTED TO MAINTAIN ITS CERTIFICATE
OF DEPOSIT NUMBER 8731024878 (THE "CD") AT TD BANK, N.A.; PROVIDED THAT
(X) WITHIN TEN (10) DAYS OF THE EFFECTIVE DATE, BORROWER SHALL DELIVER A CONTROL
AGREEMENT OVER THE COLLATERAL ACCOUNT HOLDING SUCH CD, IN FORM AND SUBSTANCE
ACCEPTABLE TO BANK IN ITS SOLE DISCRETION, SUBORDINATE ONLY TO THE RIGHTS AND
INTERESTS OF TD BANK, N.A. IN SUCH CD; AND (Y) WITHIN THIRTY (30) DAYS OF THE
EFFECTIVE DATE, SUCH CD SHALL EITHER (1) BE TRANSFERRED TO AN ACCOUNT AT BANK OR
BANK'S AFFILIATE (AND IF TRANSFERRED TO BANK'S AFFILIATE, BORROWER WILL EXECUTE
A CONTROL AGREEMENT WITH SUCH BANK AFFILIATE IN FAVOR OF BANK) OR (2) BE
LIQUIDATED, AND THE PROCEEDS THEREFROM SHALL BE DEPOSITED AT AN ACCOUNT WITH
BANK.
(B)
PROVIDE BANK FIVE (5) DAYS PRIOR-WRITTEN NOTICE BEFORE
ESTABLISHING ANY COLLATERAL ACCOUNT AT OR WITH ANY BANK OR FINANCIAL INSTITUTION
OTHER THAN BANK OR BANK'S AFFILIATES.
FOR EACH COLLATERAL ACCOUNT THAT BORROWER
AT ANY TIME MAINTAINS, BORROWER SHALL CAUSE THE APPLICABLE BANK OR FINANCIAL
INSTITUTION (OTHER THAN BANK) AT OR WITH WHICH ANY COLLATERAL ACCOUNT IS
MAINTAINED TO EXECUTE AND DELIVER A CONTROL AGREEMENT OR OTHER APPROPRIATE
INSTRUMENT WITH RESPECT TO SUCH COLLATERAL ACCOUNT TO PERFECT BANK'S LIEN IN
SUCH COLLATERAL ACCOUNT IN ACCORDANCE WITH THE TERMS HEREUNDER.
THE PROVISIONS
OF THE PREVIOUS SENTENCE SHALL NOT APPLY TO DEPOSIT ACCOUNTS EXCLUSIVELY USED
FOR PAYROLL, PAYROLL TAXES AND OTHER EMPLOYEE WAGE AND BENEFIT PAYMENTS TO OR
FOR THE BENEFIT OF BORROWER'S EMPLOYEES AND IDENTIFIED TO BANK BY BORROWER AS
SUCH.
(C)
NOTWITHSTANDING THE FOREGOING, BORROWER IS PERMITTED TO MAINTAIN
ITS EXISTING DEPOSIT ACCOUNT #5800495 00 LOCATED AT DEUTSCHE BANK -
ADENAUERPLATZ 1 69115 HEIDELBERG, GERMANY; PROVIDED THAT SUCH DEPOSIT ACCOUNT
SHALL NOT MAINTAIN A BALANCE IN EXCESS OF SEVENTY-FIVE THOUSAND DOLLARS
($75,000) AT ANY TIME OUTSTANDING.
6.9
FINANCIAL COVENANTS.
Borrower shall maintain at all times, unless otherwise noted:
(a)
Liquidity.
Borrower's consolidated unrestricted cash and Cash
Equivalents plus Committed Availability of at least Five Hundred Thousand
Dollars ($500,000).
(b)
Tangible Net Worth.
Tangible Net Worth tested (i) as of the last
day of each