PAYABLE TO BANK ON ACCOUNT OF
THE OBLIGATIONS AND APPLIED BY BANK TO REDUCE OUTSTANDING OBLIGATIONS.
IF
BORROWER FAILS TO OBTAIN INSURANCE AS REQUIRED UNDER THIS SECTION 6.5 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 6.5, AND TAKE ANY ACTION UNDER THE POLICIES BANK DEEMS
PRUDENT.
6.6
OPERATING ACCOUNTS.
(A)
MAINTAIN ITS AND ITS DOMESTIC SUBSIDIARIES' DEPOSITORY, OPERATING,
AND SECURITIES ACCOUNTS WITH BANK AND BANK'S AFFILIATES, WHICH ACCOUNTS SHALL
REPRESENT AT LEAST 100% OF THE DOLLAR VALUE OF BORROWER'S AND SUCH SUBSIDIARIES
ACCOUNTS AT ALL FINANCIAL INSTITUTIONS. THE PROVISIONS OF THE PREVIOUS SENTENCE
SHALL NOT APPLY TO BORROWER'S PAYROLL ACCOUNT AT CITIZENS BANK, PROVIDED SUCH
ACCOUNT IS FOR CURRENT PAYROLL OBLIGATIONS ONLY.
(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 ITS AFFILIATES.
IN ADDITION, AT BANK'S REQUEST, 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 CUSTOMER ESCROWS REQUIRED PURSUANT TO WRITTEN AGREEMENTS
BETWEEN BORROWER AND ITS CUSTOMERS IN THE ORDINARY COURSE OF BUSINESS, 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, INCLUDING,
WITHOUT LIMITATION, BORROWER'S PAYROLL ACCOUNT AT CITIZENS BANK, PROVIDED SUCH
ACCOUNT IS FOR CURRENT PAYROLL OBLIGATIONS ONLY.
(C)
PROVIDED THAT THE INITIAL NON-FORMULA ADVANCE HAS BEEN MADE, (I)
IF, PRIOR TO JUNE 30, 2006, THE AMOUNT OF UNRESTRICTED CASH MAINTAINED BY
BORROWER AT BANK IS LESS THAN THE AGGREGATE AMOUNT OF OUTSTANDING OBLIGATIONS
WITH RESPECT TO THE NON-FORMULA LINE, AND (II) IF, ON AND AFTER JUNE 30, 2006,
THE AMOUNT ON UNRESTRICTED CASH MAINTAINED BY BORROWER AT BANK IS LESS THAN
$1,500,000.00 (EACH, A "TRIGGER EVENT"), BORROWER SHALL, WITHIN THIRTY (30) DAYS
OF THE TRIGGER EVENT, DELIVER TO BANK A FIRST PRIORITY SECURITY INTEREST IN ALL
ASSETS OF EACH OF THE UK GUARANTORS, AS EVIDENCED BY DOCUMENTATION ACCEPTABLE TO
BANK, INCLUDING, WITHOUT LIMITATION, A FIXED CHARGE DEBENTURE WITH RESPECT TO
EACH UK GUARANTOR.
6.7
FINANCIAL COVENANTS.
BORROWER SHALL MAINTAIN AT ALL TIMES, TO BE
TESTED AS OF THE LAST DAY OF EACH MONTH, UNLESS OTHERWISE NOTED, ON A
CONSOLIDATED BASIS WITH RESPECT TO BORROWER AND ITS SUBSIDIARIES:
(a)
Adjusted Quick Ratio.
A ratio of Quick Assets to Current
Liabilities minus the current portion of Deferred Revenue of at least 1.25 to
1.0.
8
(b)
Minimum Consolidated Cash Flow. EBITDA less Capital Expenditures
of at