FOR ANY OF BORROWER'S OBLIGATIONS
UNDER ANY CONTRACT OR AGREEMENT GIVING RISE TO AN ACCOUNT.
NOTHING HEREIN
SHALL, HOWEVER, RELIEVE BANK FROM LIABILITY FOR ITS OWN GROSS NEGLIGENCE OR
WILLFUL MISCONDUCT.
6.4
REMITTANCE OF PROCEEDS.
EXCEPT AS OTHERWISE
PROVIDED IN SECTION 6.3(C), DELIVER, IN KIND, ALL PROCEEDS ARISING FROM THE
DISPOSITION OF ANY COLLATERAL TO BANK IN THE ORIGINAL FORM IN WHICH RECEIVED BY
BORROWER NOT LATER THAN THE FOLLOWING BUSINESS DAY AFTER RECEIPT BY BORROWER, TO
BE APPLIED TO THE OBLIGATIONS PURSUANT TO THE TERMS OF SECTION 9.4 HEREOF;
PROVIDED THAT, IF NO DEFAULT OR EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING,
BORROWER SHALL NOT BE OBLIGATED TO REMIT TO BANK THE PROCEEDS OF THE SALE OF
WORN OUT OR OBSOLETE EQUIPMENT DISPOSED OF BY BORROWER IN GOOD FAITH IN AN ARM'S
LENGTH TRANSACTION FOR AN AGGREGATE PURCHASE PRICE OF TWENTY FIVE THOUSAND
DOLLARS ($25,000.00) OR LESS (FOR ALL SUCH TRANSACTIONS IN ANY FISCAL YEAR).
BORROWER AGREES THAT IT WILL NOT COMMINGLE PROCEEDS OF COLLATERAL WITH ANY OF
BORROWER'S OTHER FUNDS OR PROPERTY, BUT WILL HOLD SUCH 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; WITHHOLDING.
TIMELY FILE,
AND REQUIRE EACH OF ITS SUBSIDIARIES TO TIMELY FILE, ALL REQUIRED TAX RETURNS
AND REPORTS AND TIMELY PAY, AND REQUIRE EACH OF ITS SUBSIDIARIES TO TIMELY PAY,
ALL FOREIGN, FEDERAL, STATE AND LOCAL TAXES, ASSESSMENTS, DEPOSITS AND
CONTRIBUTIONS OWED BY BORROWER AND EACH OF ITS SUBSIDIARIES, EXCEPT FOR DEFERRED
PAYMENT OF ANY TAXES CONTESTED OR OTHERWISE PERMITTED PURSUANT TO THE TERMS OF
SECTION 5.9 HEREOF, AND SHALL DELIVER TO BANK, ON DEMAND, APPROPRIATE
CERTIFICATES ATTESTING TO SUCH PAYMENTS, 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 FIVE (5) 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, ON A SEMI-ANNUAL BASIS (OR MORE FREQUENTLY AFTER
THE OCCURRENCE OF AN EVENT OF DEFAULT), TO INSPECT THE COLLATERAL AND THE RIGHT
TO AUDIT AND COPY BORROWER'S BOOKS.
THE FOREGOING INSPECTIONS AND AUDITS SHALL
BE AT BORROWER'S EXPENSE, AND THE CHARGE THEREFOR SHALL BE $850 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 RESCHEDULE 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 ONE THOUSAND DOLLARS ($1,000.00)
PLUS ANY OUT-OF-POCKET EXPENSES INCURRED BY BANK TO COMPENSATE BANK FOR THE
ANTICIPATED COSTS AND EXPENSES OF THE CANCELLATION OR RESCHEDULING.