ARE NOT MAINTAINED WITH BANK, IN A FORM REASONABLY ACCEPTABLE
TO BANK.
(D)
ALLOW BANK TO AUDIT BORROWER'S COLLATERAL AT BORROWER'S EXPENSE.
SUCH AUDITS SHALL BE CONDUCTED NO MORE OFTEN THAN ONCE EVERY TWELVE (12) MONTHS
UNLESS AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING.
6.3
INTENTIONALLY OMITTED.
6.4
TAXES; PENSIONS.
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 FILE, 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 PURSUANT TO THE
TERMS OF SECTION 5.8 HEREOF, AND SHALL DELIVER TO BANK, ON ITS REASONABLE
REQUEST, 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.
6.5
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, IT BEING AGREED THAT
THE INSURANCE MAINTAINED BY BORROWER AS OF THE EFFECTIVE DATE IS SATISFACTORY TO
BANK AS OF THE EFFECTIVE DATE.
ALL PROPERTY POLICIES SHALL HAVE A LENDER'S LOSS
PAYABLE ENDORSEMENT SHOWING BANK AS 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 (A) FOR PROPERTY POLICIES,
THE INSURER OR ITS AGENT MUST GIVE BANK AT LEAST TWENTY (20) DAYS NOTICE BEFORE
CANCELING, AMENDING, OR DECLINING TO RENEW ITS POLICY, AND (B) FOR GENERAL
LIABILITY POLICIES, THE INSURER OR ITS AGENT WILL ENDEAVOR TO GIVE BANK AT LEAST
TWENTY (20) DAYS NOTICE BEFORE CANCELING, AMENDING, OR DECLINING TO RENEW ITS
POLICY.
AT BANK'S REASONABLE 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
13
EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, BORROWER SHALL HAVE THE OPTION
OF APPLYING THE PROCEEDS OF ANY CASUALTY POLICY 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 UNDER SUCH CASUALTY
POLICY SHALL, AT THE OPTION OF BANK, BE PAYABLE TO BANK ON ACCOUNT OF THE
OBLIGATIONS.
IF BORROWER FAILS TO OBTAIN INSURANCE AS REQUIRED UNDER THIS
SECTION 6.5 OR TO PAY ANY AMOUNT OR FURNISH ANY REQUIRED PROOF