timely payment of all foreign, federal, state and
local taxes or assessments (other than taxes and assessments which Borrower is
contesting
11
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 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, 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 $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 THE SOLE 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 THIRTY (30)
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 PAYABLE UNDER ANY POLICY SHALL, AT BANK'S
OPTION, BE PAYABLE TO BANK ON ACCOUNT OF THE OBLIGATIONS.
NOTWITHSTANDING THE
FOREGOING, (A) SO LONG AS NO EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING,
BORROWER SHALL HAVE THE OPTION OF APPLYING THE PROCEEDS OF ANY CASUALTY POLICY
UP TO TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000), IN THE AGGREGATE, TOWARD
THE REPLACEMENT OR REPAIR OF DESTROYED OR DAMAGED PROPERTY; PROVIDED THAT ANY
SUCH REPLACED OR REPAIRED PROPERTY (I) SHALL BE OF EQUAL OR LIKE VALUE AS THE
REPLACED OR REPAIRED COLLATERAL AND (II) SHALL BE DEEMED COLLATERAL IN WHICH
BANK HAS BEEN GRANTED A FIRST PRIORITY SECURITY INTEREST, AND (B) AFTER THE
OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, ALL PROCEEDS
PAYABLE