NECESSARY REPAIR, CLEANUP OR OTHER REMEDIAL WORK WITH
RESPECT TO ANY PROPERTY OF ANY BORROWER OR GUARANTOR AND THE PREPARATION AND
IMPLEMENTATION OF ANY CLOSURE, REMEDIAL OR OTHER REQUIRED PLANS.
ALL
REPRESENTATIONS, WARRANTIES, COVENANTS AND INDEMNIFICATIONS IN THIS SECTION 9.3
SHALL SURVIVE THE PAYMENT OF THE OBLIGATIONS AND THE TERMINATION OF THIS
AGREEMENT.
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9.4
PAYMENT OF TAXES AND CLAIMS.
EACH BORROWER AND GUARANTOR
SHALL, AND SHALL CAUSE ANY SUBSIDIARY TO, DULY PAY AND DISCHARGE WHEN DUE ALL
MATERIAL TAXES, ASSESSMENTS, CONTRIBUTIONS AND GOVERNMENTAL CHARGES UPON OR
AGAINST IT OR ITS PROPERTIES OR ASSETS, EXCEPT FOR TAXES, ASSESSMENTS,
CONTRIBUTIONS AND GOVERNMENTAL CHARGES THE VALIDITY OF WHICH ARE BEING CONTESTED
IN GOOD FAITH BY APPROPRIATE PROCEEDINGS DILIGENTLY PURSUED AND AVAILABLE TO
SUCH BORROWER, GUARANTOR OR SUBSIDIARY, AS THE CASE MAY BE, AND WITH RESPECT TO
WHICH ADEQUATE RESERVES HAVE BEEN SET ASIDE ON ITS BOOKS AND ADMINISTRATIVE
AGENT MAY, AT ITS OPTION, ESTABLISH ANY RESERVES IN RESPECT THEREOF TO THE
EXTENT THAT SUCH TAXES GIVE RISE TO A SECURITY INTEREST, LIEN OR OTHER CLAIM
THAT IS PARI PASSU OR HAS PRIORITY OVER THE SECURITY INTERESTS OF ADMINISTRATIVE
AGENT OR THAT WOULD OTHERWISE IMPAIR THE ABILITY OF ADMINISTRATIVE AGENT TO
REALIZE UPON THE COLLATERAL.
9.5
INSURANCE.
(A)
EACH BORROWER AND GUARANTOR SHALL, AND SHALL CAUSE ANY SUBSIDIARY TO, AT
ALL TIMES, MAINTAIN WITH FINANCIALLY SOUND AND REPUTABLE INSURERS INSURANCE WITH
RESPECT TO THE COLLATERAL AGAINST LOSS OR DAMAGE AND ALL OTHER INSURANCE OF THE
KINDS AND IN THE AMOUNTS CUSTOMARILY INSURED AGAINST OR CARRIED BY CORPORATIONS
OF ESTABLISHED REPUTATION ENGAGED IN THE SAME OR SIMILAR BUSINESSES AND
SIMILARLY SITUATED.
SAID POLICIES OF INSURANCE SHALL BE REASONABLY SATISFACTORY
TO ADMINISTRATIVE AGENT AS TO FORM, AMOUNT AND INSURER.
BORROWERS AND
GUARANTORS SHALL FURNISH CERTIFICATES, POLICIES OR ENDORSEMENTS TO
ADMINISTRATIVE AGENT AS ADMINISTRATIVE AGENT SHALL REASONABLY REQUIRE AS PROOF
OF SUCH INSURANCE, AND, IF ANY BORROWER OR GUARANTOR FAILS TO DO SO,
ADMINISTRATIVE AGENT IS AUTHORIZED, BUT NOT REQUIRED, TO OBTAIN SUCH INSURANCE
AT THE EXPENSE OF BORROWERS.
ALL POLICIES SHALL PROVIDE FOR AT LEAST THIRTY
(30) DAYS PRIOR WRITTEN NOTICE TO ADMINISTRATIVE AGENT OF ANY CANCELLATION OR
REDUCTION OF COVERAGE AND THAT ADMINISTRATIVE AGENT MAY ACT AS ATTORNEY FOR EACH
BORROWER AND GUARANTOR IN OBTAINING (IF ANY BORROWER OR GUARANTOR FAILS TO DO
SO), AND AT ANY TIME AN EVENT OF DEFAULT EXISTS OR HAS OCCURRED AND IS
CONTINUING, ADJUSTING, SETTLING, AMENDING AND CANCELING SUCH INSURANCE.
BORROWERS AND GUARANTORS SHALL CAUSE ADMINISTRATIVE AGENT TO BE NAMED AS A LOSS
PAYEE AND AN ADDITIONAL INSURED (BUT WITHOUT ANY LIABILITY FOR ANY PREMIUMS)
UNDER SUCH INSURANCE POLICIES AND BORROWERS AND GUARANTORS SHALL OBTAIN
NON-CONTRIBUTORY LENDER'S LOSS PAYABLE ENDORSEMENTS TO ALL INSURANCE POLICIES IN
FORM AND SUBSTANCE SATISFACTORY TO ADMINISTRATIVE AGENT.
SUCH LENDER'S LOSS
PAYABLE ENDORSEMENTS SHALL SPECIFY THAT THE PROCEEDS OF SUCH INSURANCE SHALL BE
PAYABLE TO ADMINISTRATIVE AGENT AS ITS INTERESTS MAY APPEAR AND FURTHER SPECIFY
THAT ADMINISTRATIVE AGENT AND LENDERS SHALL BE PAID REGARDLESS OF ANY ACT OR
OMISSION BY ANY BORROWER, GUARANTOR