REGULARLY REPORT TO AGENT ON SUCH RESPONSE.
(C)
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING,
WHENEVER AGENT REASONABLY DETERMINES THAT THERE IS NON-COMPLIANCE, OR ANY
CONDITION WHICH REQUIRES ANY ACTION BY OR ON BEHALF OF ANY BORROWER OR GUARANTOR
IN ORDER TO AVOID ANY NON COMPLIANCE, WITH ANY ENVIRONMENTAL LAW, BORROWERS
SHALL, AT AGENT'S REQUEST AND BORROWERS' EXPENSE: (I) CAUSE AN INDEPENDENT
ENVIRONMENTAL ENGINEER REASONABLY ACCEPTABLE TO AGENT TO CONDUCT SUCH TESTS OF
THE SITE WHERE NON-COMPLIANCE OR ALLEGED NON COMPLIANCE WITH SUCH ENVIRONMENTAL
LAWS HAS OCCURRED AS TO SUCH NON-COMPLIANCE AND PREPARE AND DELIVER TO AGENT A
REPORT AS TO SUCH NON-COMPLIANCE SETTING FORTH THE RESULTS OF SUCH TESTS, A
PROPOSED PLAN FOR RESPONDING TO ANY ENVIRONMENTAL PROBLEMS DESCRIBED THEREIN,
AND AN ESTIMATE OF THE COSTS THEREOF AND (II) PROVIDE TO AGENT A SUPPLEMENTAL
REPORT OF SUCH ENGINEER WHENEVER THE SCOPE OF SUCH NON-COMPLIANCE, OR SUCH
BORROWER'S OR GUARANTOR'S RESPONSE THERETO OR THE ESTIMATED COSTS THEREOF, SHALL
CHANGE IN ANY MATERIAL RESPECT.
(D)
EACH BORROWER AND GUARANTOR SHALL INDEMNIFY AND HOLD
HARMLESS AGENT AND LENDERS AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES,
AGENTS, INVITEES, REPRESENTATIVES, SUCCESSORS AND ASSIGNS, FROM AND AGAINST ANY
AND ALL LOSSES, CLAIMS, DAMAGES, LIABILITIES, COSTS, AND EXPENSES (INCLUDING
REASONABLE ATTORNEYS' FEES AND EXPENSES) DIRECTLY OR INDIRECTLY ARISING OUT OF
OR ATTRIBUTABLE TO THE USE, GENERATION, MANUFACTURE, REPRODUCTION, STORAGE,
RELEASE, THREATENED RELEASE, SPILL, DISCHARGE, DISPOSAL OR PRESENCE OF A
HAZARDOUS MATERIAL, INCLUDING THE COSTS OF ANY REQUIRED OR 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.
9.4
PAYMENT OF TAXES AND CLAIMS.
EACH BORROWER AND GUARANTOR SHALL, AND SHALL
CAUSE ANY RESTRICTED SUBSIDIARY TO, DULY PAY AND DISCHARGE ALL TAXES,
ASSESSMENTS, CONTRIBUTIONS AND GOVERNMENTAL CHARGES UPON OR AGAINST IT OR ITS
PROPERTIES OR ASSETS, EXCEPT FOR TAXES 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 TO THE EXTENT REQUIRED
BY GAAP.
9.5
INSURANCE.
EACH BORROWER AND GUARANTOR SHALL, AND SHALL CAUSE ANY
RESTRICTED 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 AGENT AS TO FORM, AMOUNT AND
INSURER.
BORROWERS AND GUARANTORS SHALL FURNISH CERTIFICATES, POLICIES OR
ENDORSEMENTS TO AGENT AS AGENT SHALL REASONABLY REQUIRE AS PROOF OF SUCH
INSURANCE, AND, IF ANY BORROWER OR GUARANTOR FAILS TO DO SO, AGENT IS
AUTHORIZED, BUT NOT