AGENT
(OR ANY OF ITS RESPECTIVE REPRESENTATIVES OR INDEPENDENT CONTRACTORS) OR ANY
REPRESENTATIVE OF THE REQUIRED LENDERS MAY DO ANY OF THE FOREGOING AT THE
EXPENSE OF THE BORROWER AT ANY TIME DURING NORMAL BUSINESS HOURS AND UPON
REASONABLE ADVANCE NOTICE. THE ADMINISTRATIVE AGENT AND THE REQUIRED LENDERS
SHALL GIVE THE BORROWER THE OPPORTUNITY TO PARTICIPATE IN ANY DISCUSSIONS WITH
THE BORROWER'S INDEPENDENT PUBLIC ACCOUNTANTS.
9.3.
MAINTENANCE OF INSURANCE. (A) THE BORROWER WILL, AND WILL CAUSE
EACH MATERIAL SUBSIDIARY TO, AT ALL TIMES MAINTAIN IN FULL FORCE AND EFFECT,
PURSUANT TO SELF-INSURANCE ARRANGEMENTS OR WITH INSURANCE COMPANIES THAT THE
BORROWER BELIEVES (IN THE GOOD FAITH JUDGMENT OF THE MANAGEMENT OF THE BORROWER)
ARE FINANCIALLY SOUND AND RESPONSIBLE AT THE TIME THE RELEVANT COVERAGE IS
PLACED OR RENEWED, INSURANCE IN AT LEAST SUCH AMOUNTS (AFTER GIVING EFFECT TO
ANY SELF-INSURANCE WHICH THE BORROWER BELIEVES (IN THE GOOD FAITH JUDGMENT OF
MANAGEMENT OF THE BORROWER) IS REASONABLE AND PRUDENT IN LIGHT OF THE SIZE AND
NATURE OF ITS BUSINESS) AND AGAINST AT LEAST SUCH RISKS (AND WITH SUCH RISK
RETENTIONS) AS THE BORROWER BELIEVES (IN THE GOOD FAITH JUDGMENT OF MANAGEMENT
OF THE BORROWER) IS REASONABLE AND PRUDENT IN LIGHT OF THE SIZE AND NATURE OF
ITS BUSINESS; AND WILL FURNISH TO THE ADMINISTRATIVE AGENT, UPON WRITTEN REQUEST
FROM THE ADMINISTRATIVE AGENT, INFORMATION PRESENTED IN REASONABLE DETAIL AS TO
THE INSURANCE SO CARRIED AND (B) WITH RESPECT TO EACH MORTGAGED PROPERTY,
BORROWER WILL OBTAIN FLOOD INSURANCE IN SUCH TOTAL AMOUNT AS THE ADMINISTRATIVE
AGENT MAY FROM TIME TO TIME REASONABLY REQUIRE, IF AT ANY TIME THE AREA IN WHICH
ANY IMPROVEMENTS LOCATED ON ANY MORTGAGED PROPERTY IS DESIGNATED A "FLOOD HAZARD
AREA" IN ANY FLOOD INSURANCE RATE MAP PUBLISHED BY THE FEDERAL EMERGENCY
MANAGEMENT AGENCY (OR ANY SUCCESSOR AGENCY), AND OTHERWISE COMPLY WITH THE
NATIONAL FLOOD INSURANCE PROGRAM AS SET FORTH IN THE FLOOD DISASTER PROTECTION
ACT OF 1973, AS AMENDED FROM TIME TO TIME.
94
9.4.
PAYMENT OF TAXES. THE BORROWER WILL PAY AND DISCHARGE, AND WILL
CAUSE EACH OF THE SUBSIDIARIES TO PAY AND DISCHARGE, ALL MATERIAL TAXES,
ASSESSMENTS AND GOVERNMENTAL CHARGES OR LEVIES IMPOSED UPON IT OR UPON ITS
INCOME OR PROFITS, OR UPON ANY PROPERTIES BELONGING TO IT, PRIOR TO THE DATE ON
WHICH MATERIAL PENALTIES ATTACH THERETO, AND ALL LAWFUL MATERIAL CLAIMS IN
RESPECT OF ANY TAXES IMPOSED, ASSESSED OR LEVIED THAT, IF UNPAID, COULD
REASONABLY BE EXPECTED TO BECOME A MATERIAL LIEN UPON ANY PROPERTIES OF THE
BORROWER OR ANY OF THE RESTRICTED SUBSIDIARIES, PROVIDED THAT NEITHER THE
BORROWER, NOR ANY OF THE SUBSIDIARIES SHALL BE REQUIRED TO PAY ANY SUCH TAX,
ASSESSMENT, CHARGE, LEVY OR CLAIM THAT IS BEING CONTESTED IN GOOD FAITH AND BY
PROPER PROCEEDINGS IF IT HAS MAINTAINED ADEQUATE RESERVES (IN THE GOOD FAITH
JUDGMENT OF MANAGEMENT OF THE BORROWER) WITH RESPECT THERETO IN ACCORDANCE WITH
GAAP AND THE FAILURE TO PAY COULD NOT REASONABLY BE EXPECTED TO RESULT IN A
MATERIAL ADVERSE EFFECT.
9.5.
CONSOLIDATED CORPORATE FRANCHISES. THE BORROWER WILL