FIRM REASONABLY ACCEPTABLE TO BANK; (C)
COPIES OF ALL MATERIAL STATEMENTS, REPORTS AND NOTICES SENT OR MADE AVAILABLE
GENERALLY BY BORROWER TO ITS SECURITY HOLDERS OR TO ANY HOLDERS OF SUBORDINATED
DEBT AND ALL REPORTS ON FORMS 10-K AND 10-Q FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION; (D) PROMPTLY UPON RECEIPT OF NOTICE THEREOF, A REPORT OF
ANY LEGAL ACTIONS PENDING OR THREATENED AGAINST BORROWER OR ANY SUBSIDIARY THAT
COULD RESULT IN DAMAGES OR COSTS TO BORROWER OR ANY SUBSIDIARY OF TWO HUNDRED
FIFTY THOUSAND DOLLARS ($250,000) OR MORE; (E) NO MORE THAN THIRTY (30) DAYS
AFTER EACH FISCAL YEAR END, BORROWER'S ANNUAL FINANCIAL FORECAST FOR THE
SUBSEQUENT YEAR, BROKEN DOWN BY QUARTER, AS APPROVED BY BORROWER'S BOARD OF
DIRECTORS; AND (F) SUCH OTHER FINANCIAL INFORMATION AS BANK MAY REASONABLY
REQUEST FROM TIME TO TIME.
Borrower shall deliver to Bank, with the quarterly financial statements, a
Compliance Certificate signed by a Responsible Officer in substantially the form
of Exhibit C hereto.
6.4
INVENTORY; RETURNS.
BORROWER SHALL KEEP ALL INVENTORY IN GOOD AND
MARKETABLE CONDITION, FREE FROM ALL MATERIAL DEFECTS EXCEPT FOR INVENTORY FOR
WHICH ADEQUATE RESERVES HAVE BEEN MADE.
RETURNS AND ALLOWANCES, IF ANY, AS
BETWEEN BORROWER AND ITS ACCOUNT DEBTORS SHALL BE ON THE SAME BASIS AND IN
ACCORDANCE WITH THE USUAL CUSTOMARY PRACTICES OF BORROWER, AS THEY EXIST AT THE
TIME OF THE EXECUTION AND DELIVERY OF THIS AGREEMENT.
BORROWER SHALL PROMPTLY
NOTIFY BANK OF ALL RETURNS AND RECOVERIES AND OF ALL DISPUTES AND CLAIMS, WHERE
THE RETURN, RECOVERY, DISPUTE OR CLAIM INVOLVES MORE THAN TWO HUNDRED FIFTY
THOUSAND DOLLARS ($250,000).
6.5
TAXES.
BORROWER SHALL MAKE, AND SHALL CAUSE EACH SUBSIDIARY TO
MAKE, DUE AND TIMELY PAYMENT OR DEPOSIT OF ALL MATERIAL FEDERAL, STATE, AND
LOCAL TAXES, ASSESSMENTS, OR CONTRIBUTIONS REQUIRED OF IT BY LAW, AND WILL
EXECUTE AND DELIVER TO BANK, ON DEMAND, APPROPRIATE CERTIFICATES ATTESTING TO
THE PAYMENT OR DEPOSIT THEREOF; AND BORROWER WILL MAKE, AND WILL CAUSE EACH
SUBSIDIARY TO MAKE, TIMELY PAYMENT OR DEPOSIT OF ALL MATERIAL TAX PAYMENTS AND
WITHHOLDING TAXES REQUIRED OF IT BY APPLICABLE LAWS, INCLUDING, BUT NOT LIMITED
TO, THOSE LAWS CONCERNING F.I.C.A., F.U.T.A., STATE DISABILITY, AND LOCAL,
STATE, AND FEDERAL INCOME TAXES, AND WILL, UPON REQUEST, FURNISH BANK WITH PROOF
SATISFACTORY TO BANK INDICATING THAT BORROWER OR A SUBSIDIARY HAS MADE SUCH
PAYMENTS OR DEPOSITS; PROVIDED THAT BORROWER OR A SUBSIDIARY NEED NOT MAKE ANY
PAYMENT IF THE AMOUNT OR VALIDITY OF SUCH PAYMENT IS CONTESTED IN GOOD FAITH BY
APPROPRIATE PROCEEDINGS AND IS RESERVED AGAINST (TO THE EXTENT REQUIRED BY GAAP)
BY BORROWER.
6.6
INSURANCE.
(A)
BORROWER, AT ITS EXPENSE, SHALL KEEP THE COLLATERAL INSURED
AGAINST LOSS OR DAMAGE BY FIRE, THEFT, EXPLOSION, SPRINKLERS, AND ALL OTHER
HAZARDS AND RISKS, AND IN SUCH AMOUNTS, AS ORDINARILY INSURED AGAINST BY OTHER
OWNERS IN SIMILAR BUSINESSES CONDUCTED IN THE LOCATIONS WHERE BORROWER'S
BUSINESS IS CONDUCTED ON THE DATE HEREOF.
BORROWER SHALL ALSO MAINTAIN
INSURANCE RELATING TO BORROWER'S BUSINESS, OWNERSHIP AND USE OF THE COLLATERAL
IN AMOUNTS AND OF A