PROCEEDS SEPARATE AND APART FROM SUCH OTHER FUNDS AND PROPERTY AND IN AN EXPRESS
TRUST FOR BANK.
NOTHING IN THIS SECTION LIMITS THE RESTRICTIONS ON DISPOSITION
OF COLLATERAL SET FORTH ELSEWHERE IN THIS AGREEMENT.
6.5
Taxes; Pensions.
Timely file all required tax returns and reports
and timely pay all foreign, federal, state and local taxes, assessments,
deposits and contributions owed by Borrower except for deferred payment of any
taxes contested pursuant to the terms of Section 5.9 hereof, and pay all amounts
necessary to fund all present pension, profit sharing and deferred compensation
plans in accordance with their terms.
6.6
ACCESS TO COLLATERAL; BOOKS AND RECORDS.
AT REASONABLE TIMES, ON
ONE (1) BUSINESS DAY'S NOTICE (PROVIDED NO NOTICE IS REQUIRED IF AN EVENT OF
DEFAULT HAS OCCURRED AND IS CONTINUING), BANK, OR ITS AGENTS, SHALL HAVE THE
RIGHT TO INSPECT THE COLLATERAL AND THE RIGHT TO AUDIT AND COPY BORROWER'S
BOOKS.
THE PARTIES CONTEMPLATE THAT SUCH AUDITS WILL BE PERFORMED NO MORE
FREQUENTLY THAN THREE TIMES PER CALENDAR YEAR, BUT NOTHING HEREIN RESTRICTS
BANK'S RIGHT TO CONDUCT SUCH AUDITS MORE FREQUENTLY IF (I) BANK BELIEVES THAT IT
IS ADVISABLE TO DO SO IN BANK'S GOOD FAITH BUSINESS JUDGMENT, OR (II) BANK
BELIEVES IN GOOD FAITH THAT A DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS
CONTINUING; PROVIDED, HOWEVER, THAT BORROWER WILL NOT BE RESPONSIBLE FOR THE
EXPENSE OF ANY MORE THAN THREE (3) AUDITS IN ANY CALENDAR YEAR (OTHER THAN
AUDITS PERFORMED WHEN A DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS
CONTINUING).
THE FOREGOING INSPECTIONS AND AUDITS SHALL BE AT BORROWER'S
EXPENSE, AND THE CHARGE THEREFOR SHALL BE $750 PER PERSON PER DAY (OR SUCH
HIGHER AMOUNT AS SHALL REPRESENT BANK'S THEN-CURRENT STANDARD CHARGE FOR THE
SAME), PLUS REASONABLE OUT-OF-POCKET EXPENSES.
IN THE EVENT BORROWER AND BANK
SCHEDULE AN AUDIT MORE THAN TEN (10) DAYS IN ADVANCE, AND BORROWER CANCELS OR
SEEKS TO RESCHEDULES THE AUDIT WITH LESS THAN TEN (10) DAYS WRITTEN NOTICE TO
BANK, THEN (WITHOUT LIMITING ANY OF BANK'S RIGHTS OR REMEDIES), BORROWER SHALL
PAY BANK A FEE OF $1,000 PLUS ANY OUT-OF-POCKET EXPENSES INCURRED BY BANK TO
COMPENSATE BANK FOR THE ANTICIPATED COSTS AND EXPENSES OF THE CANCELLATION OR
RESCHEDULING.
6.7
INSURANCE.
KEEP ITS BUSINESS AND THE COLLATERAL INSURED FOR RISKS
AND IN AMOUNTS STANDARD FOR COMPANIES IN BORROWER'S INDUSTRY AND LOCATION AND AS
BANK MAY REASONABLY REQUEST.
INSURANCE POLICIES SHALL BE IN A FORM, WITH
COMPANIES, AND IN AMOUNTS THAT ARE SATISFACTORY TO BANK.
ALL PROPERTY POLICIES
SHALL HAVE A LENDER'S LOSS PAYABLE ENDORSEMENT SHOWING BANK AS AN ADDITIONAL
LENDER LOSS PAYEE AND WAIVE SUBROGATION AGAINST BANK, AND ALL LIABILITY POLICIES
SHALL SHOW, OR HAVE ENDORSEMENTS SHOWING, BANK AS AN ADDITIONAL INSURED.
ALL
POLICIES (OR THE LOSS PAYABLE AND ADDITIONAL INSURED ENDORSEMENTS) SHALL PROVIDE
THAT THE INSURER MUST GIVE BANK AT LEAST TWENTY (20) DAYS NOTICE BEFORE
CANCELING, AMENDING, OR DECLINING TO RENEW ITS POLICY.
AT BANK'S REQUEST,
BORROWER SHALL DELIVER CERTIFIED COPIES OF POLICIES AND EVIDENCE OF ALL PREMIUM
PAYMENTS.
PROCEEDS