NOTICE
BEFORE CANCELING, AMENDING, OR DECLINING TO RENEW ITS POLICY.
AT BANK'S
REQUEST, BORROWER SHALL DELIVER CERTIFICATES OF INSURANCE AND/OR COPIES OF
POLICIES AND EVIDENCE OF ALL PREMIUM PAYMENTS.
PROCEEDS PAYABLE UNDER ANY
PROPERTY POLICY SHALL, AT BANK'S OPTION, BE PAYABLE TO BANK ON ACCOUNT OF THE
OBLIGATIONS.
NOTWITHSTANDING THE FOREGOING, (A)(X) 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 UP TO ONE HUNDRED THOUSAND DOLLARS
($100,000.00) WITH RESPECT TO ANY LOSS, BUT NOT EXCEEDING TWO HUNDRED FIFTY
THOUSAND
DOLLARS ($250,000.00) IN THE AGGREGATE FOR ALL LOSSES UNDER ALL
CASUALTY POLICIES IN ANY ONE YEAR, TOWARD THE REPLACEMENT OR REPAIR OF DESTROYED
OR DAMAGED PROPERTY; PROVIDED THAT ANY SUCH REPLACED OR REPAIRED PROPERTY
(I) SHALL BE OF EQUAL OR LIKE VALUE AS THE REPLACED OR REPAIRED COLLATERAL AND
(II) SHALL BE DEEMED COLLATERAL IN WHICH BANK HAS BEEN GRANTED A FIRST PRIORITY
SECURITY INTEREST, AND (B) AFTER THE OCCURRENCE AND DURING THE CONTINUANCE OF AN
EVENT OF DEFAULT, ALL PROCEEDS PAYABLE UNDER SUCH CASUALTY POLICY SHALL, AT THE
OPTION OF BANK, BE PAYABLE TO BANK ON ACCOUNT OF THE OBLIGATIONS.
IF BORROWER
FAILS TO OBTAIN INSURANCE AS REQUIRED UNDER THIS SECTION 6.7 OR TO PAY ANY
AMOUNT OR FURNISH ANY REQUIRED PROOF OF PAYMENT TO THIRD PERSONS AND BANK, BANK
MAY MAKE ALL OR PART OF 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)
MAINTAIN BORROWER'S AND ITS SUBSIDIARIES' PRIMARY OPERATING
ACCOUNTS, DISBURSEMENT ACCOUNTS, AND OTHER DEPOSIT ACCOUNTS AND SECURITIES
ACCOUNTS IN THE UNITED STATES WITH BANK AND BANK'S AFFILIATES, WHICH ACCOUNTS
SHALL AT ALL TIMES CONTAIN AT LEAST 60% OF THE DOLLAR VALUE OF BORROWER'S AND
ITS SUBSIDIARIES' CONSOLIDATED WORLD-WIDE CASH AND CASH EQUIVALENTS (EXCLUDING
CASH AND CASH EQUIVALENTS ON DEPOSIT IN THE ABN AMRO PLEDGED ACCOUNT IN AN
AMOUNT NOT TO EXCEED €4,000,000).
(B)
PROVIDE BANK FIVE (5) DAYS PRIOR WRITTEN NOTICE BEFORE
ESTABLISHING ANY COLLATERAL ACCOUNT WITHIN THE UNITED STATES AT OR WITH ANY BANK
OR FINANCIAL INSTITUTION OTHER THAN BANK OR BANK'S AFFILIATES.
FOR EACH
COLLATERAL ACCOUNT LOCATED WITHIN THE UNITED STATES THAT BORROWER AT ANY TIME
MAINTAINS, BORROWER SHALL CAUSE THE APPLICABLE BANK OR FINANCIAL INSTITUTION
(OTHER THAN BANK) AT OR WITH WHICH ANY SUCH 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 WHICH CONTROL AGREEMENT MAY NOT
BE TERMINATED WITHOUT THE PRIOR WRITTEN CONSENT OF BANK.
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,
DEPOSIT ACCOUNTS WITH THE BANK, OR TO THE BORROWER'S PLEDGED DEPOSITORY ACCOUNT
HELD BY ABN