Common use of Minimum Cash Balance Clause in Contracts

Minimum Cash Balance. The Company warrants that – as long as there are Bonds (Series A) in circulation – its minimum cash balance will not be less than USD 5 million for one whole quarter. The review of the Company’s compliance with the financial obligations enumerated in Section 6.4 will be effected as of the signing of the Company’s consolidated financial statements and/or the date on which the Company publishes as an official press release on XXXXX that contains a summary of the Company’s financial position and results (unaudited), whichever is earlier, and as long as Bonds (Series A) are in circulation, and no review will be conducted in the interim periods between these reports. The Company shall include a note that describes its compliance or non-compliance with any of the financial covenants stated in the notes to any financial statement or press release, together with the numerical data of each financial covenant. Should the Company fail to comply with any covenant, it shall inform the Trustee thereof in writing, in addition to any reporting obligation assumed by the Company under applicable law, and do so within two business days of the report date as stated in this paragraph. The calculation of each of the financial covenants for the purpose of Section 6.4 above (hereinafter in this section: the “Relevant Tests”) will conform to the accounting standards that apply to the company as of signing this deed of trust. In the event of material changes to the accounting standards that apply to the Company, including cases where the Company adopts different accounting rules or regulations that are not those that apply to it at the time of signing this Deed, the Relevant Tests will be applied according to the consolidated financial statements that were prepared in accordance with the accounting standards that apply to the Company as of signing this deed, without any regard for such material changes, and the Company shall publish, together with its financial statements or in the framework thereof, or together with the summary of its financial position and results (unaudited), as the case may be, an abridged pro forma statement (without notes) that omits the aforementioned material changes, and specifies the material differences between the accounting standards as of signing this Deed of Trust and the other standards that apply to the Company, and all on a quarterly basis. If the company restates its financial statements and, following the restatement, fails to comply with one or more financial covenants, the restatement date will be regarded as the date on which the Company failed to meet the financial covenant for the first time. In this context, “material change” – a change representing a difference of at least 5% between the result of the financial covenant under the accounting standards that applies to the Company as a result of the change – whether or not it was initiated by the Company – and the result of that financial covenant pursuant to the standards known at the time of issuance.

Minimum Cash Balance. The Company warrants that – Borrower shall maintain a minimum balance of Unrestricted Cash (as long defined herein) of Thirty Million Dollars ($30,000,000) at all times (the “Minimum Cash Balance”), and Twelve Million Dollars ($12,000,000) (the “Restricted Amount”) of the Minimum Cash Balance shall be maintained in Borrower’s account #48-01-100-0000000 with Munder Capital, also known as there are Bonds the Comerica Bank (Series AInstitutional Trust Department) (the “Restricted Account”), which Restricted Account is subject to a Securities Account Control Agreement dated June 18, 2003 (as amended from time to time, the “Control Agreement”). Amounts maintained by the Borrower in circulation – its minimum cash balance will account #48-01-100-0000000 with Munder Capital shall not be less than USD 5 million for one whole quartersubject to the Control Agreement. The review Bank shall promptly provide Borrower with a copy of all notices delivered by Bank to Munder Capital with respect to the Company’s compliance with the financial obligations enumerated in Section 6.4 will be effected as of the signing of the Company’s consolidated financial statements and/or the date on which the Company publishes as an official press release on XXXXX Control Agreement provided that contains any failure to provide such notice shall not constitute a summary of the Company’s financial position and results (unaudited), whichever is earlier, and as long as Bonds (Series A) are in circulation, and no review will be conducted in the interim periods between these reports. The Company shall include a note that describes its compliance or non-compliance with any of the financial covenants stated in the notes to any financial statement or press release, together with the numerical data of each financial covenant. Should the Company fail failure by Bank to comply with any covenant, it shall inform the Trustee thereof in writing, in addition to any reporting obligation assumed by terms of this Agreement or the Company under applicable law, and do so within two business days of the report date as stated in this paragraph. The calculation of each of the financial covenants for the purpose of Section 6.4 above (hereinafter in this section: the “Relevant Tests”) will conform to the accounting standards that apply to the company as of signing this deed of trustLoan Documents. In the event that the Revolving Credit terminates pursuant to Section 2.8 of material changes the Agreement and Borrower has paid all principal, all accrued interest, all Bank Expenses and all Obligations owing by Borrower to Bank under the Loan Documents (except for Letter of Credit Obligations of Borrower to Bank with respect to Letters of Credit for which Borrower has provided cash security to Bank in an amount equal to any undrawn amounts under such issued and outstanding Letters of Credit including applicable fees and costs), and Bank has no further obligation to make any credit extensions to Borrower (except pursuant to issued and outstanding Letters of Credit), and Borrower provides Bank with cash security maintained with Bank to secure all obligations under any issued and outstanding Letters of Credit (as required pursuant to Section 2.2.5 of the Agreement) issued under the Agreement or the Loan Documents in an amount equal to any undrawn amounts under such issued and outstanding Letters of Credit including applicable fees and costs, then the Restricted Amount shall no longer be subject to the accounting standards that apply to Control Agreement and Bank and Bank’s Affiliates shall no longer have a security interest in the CompanyRestricted Account. “Unrestricted Cash” as used herein means domestic cash and cash equivalents, plus domestic short-term investments, plus domestic long-term investments (including cases where the Company adopts different accounting rules or regulations that are not those that apply to it long-term investments at the time of signing this DeedMunder Capital), the Relevant Tests will be applied according to the consolidated financial statements that were prepared in accordance with the accounting standards that apply to the Company as of signing this deed, without any regard for such material changesminus trade accounts payable, and minus the Company shall publish, together with its financial statements or in the framework thereof, or together with the summary current portion of its financial position and results (unaudited), as the case may be, an abridged pro forma statement (without notes) that omits the aforementioned material changes, and specifies the material differences between the accounting standards as of signing this Deed of Trust and the other standards that apply to the Company, and all on a quarterly basis. If the company restates its financial statements and, following the restatement, fails to comply with one or more financial covenants, the restatement date will be regarded as the date on which the Company failed to meet the financial covenant for the first time. In this context, “material change” – a change representing a difference of at least 5% between the result of the financial covenant under the accounting standards that applies to the Company as a result of the change – whether or not it was initiated by the Company – and the result of that financial covenant pursuant to the standards known at the time of issuancerestructuring charges.”

Minimum Cash Balance. Borrower shall maintain minimum unrestricted cash and marketable securities balance of Forty-Five Million Dollars ($45,000,000) in Borrower’s accounts with Bank at all times.” 13. Exhibit C to the Agreement is hereby amended and replaced in its entirety with Exhibit C (Compliance Certificate) attached to this Amendment. 14. Borrower and Bank are parties to that certain Pledge and Security Agreement dated as of August 13, 2002 (the “Pledge Agreement”) pursuant to which Borrower granted Bank a security interest in that certain certificate of deposit No. 850750000075987 held at Bank in the amount of $1,250,000 in the name of Borrower, and all subsequent renewals and/or replacements thereof (the “CD Collateral”). On the closing date of this Amendment, provided all the terms and conditions of this Amendment, including but not limited to the conditions set forth in Section 19 of this Amendment, have been completed by Borrower, Bank agrees to release the CD Collateral granted pursuant to the Pledge Agreement. 15. Borrower confirms Bank’s existing and continuing first priority security interest in the Collateral granted pursuant to the Agreement, together with all proceeds and substitutions thereof, as security for the prompt performance of all of Borrowers’ Obligations under the Loan Documents. 16. Unless otherwise defined, all initially capitalized terms in this Amendment shall be as defined in the Agreement. The Company Agreement, as amended hereby, shall be and remain in full force and effect in accordance with its respective terms and hereby is ratified and confirmed in all respects. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as a waiver of, or as an amendment of, any right, power, or remedy of Bank under the Agreement continuing, as in effect prior to the date hereof. Borrower ratifies and reaffirms the continuing effectiveness of all promissory notes, guaranties, security agreements, intellectual property security agreements, mortgages, deeds of trust, environmental agreements, and all other instruments, documents and agreements entered into in connection with the Agreement. 17. Borrower represents and warrants that – as long as there the representations and warranties contained in the Agreement are Bonds (Series A) in circulation – its minimum cash balance will not be less than USD 5 million for one whole quarter. The review of the Company’s compliance with the financial obligations enumerated in Section 6.4 will be effected true and correct as of the signing date of this Amendment, and that no Event of Default has occurred and is continuing. 18. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument. 19. As a condition to the Company’s consolidated financial statements and/or effectiveness of this Amendment, Bank shall have received, in form and substance satisfactory to Bank, the following: (a) this Amendment, duly executed by Borrower; (b) Corporate Resolutions to Borrow; (c) the annual Revolving Credit Fee in an amount equal to Thirty-Seven Thousand Five Hundred Dollars ($37,500) to Bank, which fee was due and payable on July 10, 2002, and is non-refundable; (d) an amount equal to all Bank Expenses incurred through the date on which the Company publishes as an official press release on XXXXX that contains a summary of the Company’s financial position and results this Amendment; and (unaudited), whichever is earliere) such other documents, and as long as Bonds (Series A) are in circulation, and no review will be conducted in the interim periods between these reports. The Company shall include a note that describes its compliance or non-compliance with any completion of the financial covenants stated in the notes to any financial statement or press release, together with the numerical data of each financial covenant. Should the Company fail to comply with any covenant, it shall inform the Trustee thereof in writing, in addition to any reporting obligation assumed by the Company under applicable law, and do so within two business days of the report date as stated in this paragraph. The calculation of each of the financial covenants for the purpose of Section 6.4 above (hereinafter in this section: the “Relevant Tests”) will conform to the accounting standards that apply to the company as of signing this deed of trust. In the event of material changes to the accounting standards that apply to the Company, including cases where the Company adopts different accounting rules or regulations that are not those that apply to it at the time of signing this Deed, the Relevant Tests will be applied according to the consolidated financial statements that were prepared in accordance with the accounting standards that apply to the Company as of signing this deed, without any regard for such material changes, and the Company shall publish, together with its financial statements or in the framework thereof, or together with the summary of its financial position and results (unaudited)other matters, as the case Bank may be, an abridged pro forma statement (without notes) that omits the aforementioned material changes, and specifies the material differences between the accounting standards as of signing this Deed of Trust and the other standards that apply to the Company, and all on a quarterly basis. If the company restates its financial statements and, following the restatement, fails to comply with one reasonably deem necessary or more financial covenants, the restatement date will be regarded as the date on which the Company failed to meet the financial covenant for the first time. In this context, “material change” – a change representing a difference of at least 5% between the result of the financial covenant under the accounting standards that applies to the Company as a result of the change – whether or not it was initiated by the Company – and the result of that financial covenant pursuant to the standards known at the time of issuanceappropriate.

Minimum Cash Balance. The Company warrants that – Borrower shall maintain a minimum balance of Unrestricted Cash (as long defined herein) of Fifty Million Dollars ($50,000,000) at all times (the “Minimum Cash Balance”), and Twelve Million Dollars ($12,000,000) (the “Restricted Amount”) of the Minimum Cash Balance shall be maintained in Borrower’s account #48-01-100-0000000 with Munder Capital, also known as there are Bonds the Comerica Bank (Series AInstitutional Trust Department) (the “Restricted Account”), which Restricted Account is subject to a Securities Account Control Agreement dated June 18, 2003 (as amended from time to time, the “Control Agreement”). Amounts maintained by the Borrower in circulation – its minimum cash balance will account #48-01-100-0000000 with Munder Capital shall not be less than USD 5 million for one whole quarter. The review subject to the Control Agreement Bank shall promptly provide Borrower with a copy of all notices delivered by Bank to Munder Capital with respect to the Company’s compliance with the financial obligations enumerated in Section 6.4 will be effected as of the signing of the Company’s consolidated financial statements and/or the date on which the Company publishes as an official press release on XXXXX Control Agreement provided that contains any failure to provide such notice shall not constitute a summary of the Company’s financial position and results (unaudited), whichever is earlier, and as long as Bonds (Series A) are in circulation, and no review will be conducted in the interim periods between these reports. The Company shall include a note that describes its compliance or non-compliance with any of the financial covenants stated in the notes to any financial statement or press release, together with the numerical data of each financial covenant. Should the Company fail failure by Bank to comply with any covenant, it shall inform the Trustee thereof in writing, in addition to any reporting obligation assumed by terms of this Agreement or the Company under applicable law, and do so within two business days of the report date as stated in this paragraph. The calculation of each of the financial covenants for the purpose of Section 6.4 above (hereinafter in this section: the “Relevant Tests”) will conform to the accounting standards that apply to the company as of signing this deed of trustLoan Documents. In the event that the Revolving Credit terminates pursuant to Section 2.8 of material changes the Agreement and Borrower has paid all principal, all accrued interest, all Bank Expenses and all Obligations owing by Borrower to Bank under the Loan Documents (except for Letter of Credit Obligations of Borrower to Bank with respect to Letters of Credit for which Borrower has provided cash security to Bank in an amount equal to any undrawn amounts under such issued and outstanding Letters of Credit including applicable fees and costs), and Bank has no further obligation to make any credit extensions to Borrower (except pursuant to issued and outstanding Letters of Credit), and Borrower provides Bank with cash security maintained with Bank to secure all obligations under any issued and outstanding Letters of Credit (as required pursuant to Section 2.2.5 of the Agreement) issued under the Agreement or the Loan Documents in an amount equal to any undrawn amounts under such issued and outstanding Letters of Credit including applicable fees and costs, then the Restricted Amount shall no longer be subject to the accounting standards that apply to Control Agreement and Bank and Bank’s Affiliates shall no longer have a security interest in the CompanyRestricted Account “Unrestricted Cash” as used herein means domestic cash and cash equivalents, plus domestic short-term investments, plus domestic long-term investments (including cases where the Company adopts different accounting rules or regulations that are not those that apply to it long-term investments at the time of signing this DeedMunder Capital), the Relevant Tests will be applied according to the consolidated financial statements that were prepared in accordance with the accounting standards that apply to the Company as of signing this deed, without any regard for such material changesminus trade accounts payable, and minus the Company shall publish, together with its financial statements or in the framework thereof, or together with the summary current portion of its financial position and results (unaudited), as the case may be, an abridged pro forma statement (without notes) that omits the aforementioned material changes, and specifies the material differences between the accounting standards as of signing this Deed of Trust and the other standards that apply to the Company, and all on a quarterly basis. If the company restates its financial statements and, following the restatement, fails to comply with one or more financial covenants, the restatement date will be regarded as the date on which the Company failed to meet the financial covenant for the first time. In this context, “material change” – a change representing a difference of at least 5% between the result of the financial covenant under the accounting standards that applies to the Company as a result of the change – whether or not it was initiated by the Company – and the result of that financial covenant pursuant to the standards known at the time of issuancerestructuring charges.”