RETURNS AND ALLOWANCES
BETWEEN BORROWER AND ITS ACCOUNT DEBTORS SHALL FOLLOW BORROWER'S CUSTOMARY
PRACTICES. BORROWER MUST PROMPTLY NOTIFY BANK OF ALL RETURNS, RECOVERIES,
DISPUTES AND CLAIMS THAT INVOLVE MORE THAN ONE MILLION DOLLARS ($1,000,000).
6.4
TAXES; PENSIONS. MAKE, AND CAUSE EACH OF ITS
SUBSIDIARIES TO MAKE, TIMELY PAYMENT OF ALL FOREIGN, FEDERAL, STATE, AND LOCAL
TAXES OR ASSESSMENTS (OTHER THAN TAXES AND ASSESSMENTS WHICH BORROWER IS
CONTESTING 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.
8
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 HAVING A MINIMUM AM BEST RATING OF A-, AND IN
AMOUNTS THAT ARE COMMERCIALLY REASONABLE. ALL PROPERTY POLICIES SHALL HAVE A
LENDER'S LOSS PAYABLE ENDORSEMENT SHOWING BANK AS LENDER LOSS PAYEE, 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 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 $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 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 OF PAYMENT TO THIRD PERSONS AND BANK, BANK MAY MAKE ALL OR PART
OF SUCH PAYMENT OR OBTAIN SUCH INSURANCE POLICIES REQUIRED IN THIS SECTION 6.5,
AND TAKE ANY ACTION UNDER THE POLICIES BANK DEEMS PRUDENT.
6.6
OPERATING ACCOUNTS.
(A)
MAINTAIN ITS AND ITS SUBSIDIARIES' DEPOSITORY, OPERATING
AND SECURITIES ACCOUNTS WITH BANK AND BANK'S AFFILIATES, WITH THE EXCEPTION OF
UP TO THIRTY PERCENT (30.0%) OF ALL OF BORROWER'S ACCOUNTS REQUIRED TO BE
MAINTAINED IN THE ORDINARY COURSE OF BUSINESS OUTSIDE OF THE U.S. ANY GUARANTOR
SHALL MAINTAIN ALL DEPOSITORY, OPERATING AND SECURITIES ACCOUNTS WITH BANK, OR
SVB SECURITIES.
(B)
PROVIDE BANK FIVE