COMPANY SHALL PERMIT, AND SHALL
CAUSE EACH GROUP MEMBER TO PERMIT, REPRESENTATIVES OF THE PURCHASER, FROM TIME
TO TIME, AND UPON REASONABLE PRIOR NOTICE AND DURING REGULAR BUSINESS HOURS
WITHOUT DISRUPTION TO THE COMPANY'S AND THE OTHER GROUP MEMBERS' BUSINESS, TO:
(A) ONCE PER YEAR (OR WITH UNLIMITED FREQUENCY DURING THE EXISTENCE OF AN EVENT
OF DEFAULT) (I) VISIT AND INSPECT THE COMPANY'S AND THE OTHER GROUP MEMBERS'
PROPERTIES; OR (II) INSPECT, AUDIT AND MAKE EXTRACTS FROM ITS BOOKS, RECORDS AND
FILES; AND (B) DISCUSS WITH THE COMPANY'S AND THE OTHER GROUP MEMBERS' PRINCIPAL
OFFICERS AND ITS INDEPENDENT ACCOUNTANTS, THE COMPANY'S AND THE OTHER GROUP
MEMBERS' BUSINESS, ASSETS, LIABILITIES, FINANCIAL CONDITION, RESULTS OF
OPERATIONS AND BUSINESS PROSPECTS; PROVIDED, HOWEVER, THAT NO SUCH INSPECTION OR
DISCUSSION, THE FAILURE TO CONDUCT SAME, NOR ANY KNOWLEDGE OF THE PURCHASER,
INCLUDING, WITHOUT LIMITATION, ANY KNOWLEDGE OBTAINED BY THE PURCHASER IN
CONNECTION WITH ANY SUCH INSPECTION OR DISCUSSION, SHALL CONSTITUTE A WAIVER OF
ANY RIGHTS THE PURCHASER MAY HAVE UNDER ANY REPRESENTATION, WARRANTY, COVENANT,
TERM OR AGREEMENT UNDER ANY OF THE INVESTMENT DOCUMENTS.
8.07
PAYMENT OF NOTE.
THE COMPANY SHALL PAY THE
PRINCIPAL OF, PREMIUM ON, INTEREST ON AND OTHER AMOUNTS DUE IN RESPECT OF, THE
NOTE ON THE DATES AND IN THE MANNER PROVIDED IN THE NOTE.
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8.08
MAINTENANCE OF PROPERTIES; INSURANCE.
(A)
THE COMPANY SHALL, AND SHALL CAUSE EACH OTHER GROUP MEMBER TO
MAINTAIN OR CAUSE TO BE MAINTAINED IN GOOD REPAIR, WORKING ORDER AND CONDITION
ALL MATERIAL PROPERTIES USED IN THEIR RESPECTIVE BUSINESSES AND WILL MAKE OR
CAUSE TO BE MADE ALL APPROPRIATE REPAIRS, RENEWALS AND REPLACEMENTS THEREOF SO
THAT THE EFFICIENCY OF ITS BUSINESS OPERATIONS SHALL BE FULLY MAINTAINED AND
PRESERVED.
(B)
THE COMPANY SHALL, AND SHALL CAUSE EACH OTHER GROUP MEMBER TO,
MAINTAIN OR CAUSE TO BE MAINTAINED WITH FINANCIALLY SOUND AND REPUTABLE INSURERS
THAT HAVE A RATING OF "A" OR BETTER AS ESTABLISHED BY BEST'S RATING GUIDE (OR AN
EQUIVALENT RATING WITH SUCH OTHER PUBLICATION OF A SIMILAR NATURE AS SHALL BE IN
CURRENT USE), PUBLIC LIABILITY AND PROPERTY DAMAGE INSURANCE WITH RESPECT TO
THEIR RESPECTIVE BUSINESSES AND OWNED PROPERTIES AGAINST LOSS OR DAMAGE OF THE
KINDS CUSTOMARILY CARRIED OR MAINTAINED BY COMPANIES OF ESTABLISHED REPUTATION
ENGAGED IN SIMILAR BUSINESSES AND IN AMOUNTS REASONABLY ACCEPTABLE TO PURCHASER
AND WILL DELIVER EVIDENCE THEREOF TO PURCHASER, AND WITH RESPECT TO PROPERTY
LEASED BY THE COMPANY OR ANY OTHER GROUP MEMBER, THE APPLICABLE GROUP MEMBER
SHALL MAINTAIN THE INSURANCES REQUIRED BY THE RELEVANT LEASE.
WITHOUT LIMITING
THE FOREGOING, THE COMPANY WILL ESTABLISH BY THE CLOSING DATE AND MAINTAIN AT
ALL TIMES THEREAFTER BUSINESS INTERRUPTION INSURANCE IN RESPECT OF THE GROUP IN
AN AMOUNT SATISFACTORY TO THE PURCHASER.
ALL SUCH INSURANCE POLICIES SHALL
PROVIDE THAT THEY MAY NOT BE CANCELED UNLESS THE INSURANCE CARRIER GIVES AT
LEAST 30 DAYS PRIOR WRITTEN NOTICE OF SUCH CANCELLATION TO PURCHASER.
8.09
BOOKS AND RECORDS.
THE COMPANY SHALL, AND SHALL
CAUSE EACH OF ITS SUBSIDIARIES TO, KEEP PROPER BOOKS OF RECORD AND ACCOUNT, IN
WHICH