INSURANCE COMPANIES OR ASSOCIATIONS IN SUCH AMOUNTS AND COVERING SUCH
RISKS AS IS USUALLY CARRIED BY COMPANIES ENGAGED IN SIMILAR BUSINESSES AND
OWNING SIMILAR PROPERTIES IN THE SAME GENERAL AREAS IN WHICH BMCA OR SUCH
SUBSIDIARY OPERATES.
(E)
PRESERVATION OF CORPORATE EXISTENCE, ETC.
PRESERVE AND MAINTAIN, AND CAUSE EACH OF ITS SUBSIDIARIES TO PRESERVE AND
MAINTAIN, ITS EXISTENCE, LEGAL STRUCTURE, LEGAL NAME, RIGHTS (CHARTER AND
STATUTORY), PERMITS, LICENSES, APPROVALS, PRIVILEGES AND FRANCHISES; PROVIDED,
HOWEVER, THAT BMCA AND ITS SUBSIDIARIES MAY CONSUMMATE ANY MERGER OR
CONSOLIDATION PERMITTED UNDER SECTION 5.02(D); AND PROVIDED FURTHER THAT NEITHER
BMCA NOR ANY OF ITS SUBSIDIARIES SHALL BE REQUIRED TO PRESERVE ANY RIGHT,
PERMIT, LICENSE, APPROVAL, PRIVILEGE OR FRANCHISE IF THE BOARD OF DIRECTORS (OR
SIMILAR ENTITY) OF BMCA OR SUCH SUBSIDIARY SHALL DETERMINE THAT THE PRESERVATION
THEREOF IS NO LONGER DESIRABLE IN THE CONDUCT OF THE BUSINESS OF BMCA OR SUCH
SUBSIDIARY, AS THE CASE MAY BE, AND THAT THE LOSS THEREOF IS NOT DISADVANTAGEOUS
IN ANY MATERIAL RESPECT TO BMCA, SUCH SUBSIDIARY OR THE LENDERS; PROVIDED
FURTHER THAT ANY GUARANTOR MAY BE DISSOLVED, PROVIDED THAT (I) NO EVENT OF
DEFAULT SHALL THEN EXIST AND BE CONTINUING, (II) ALL OF THE PROPERTY OF SUCH
GUARANTOR SHALL BE TRANSFERRED TO BMCA OR ANY OTHER GUARANTOR, AND (III) NO SUCH
DISSOLUTION SHALL ADVERSELY AFFECT THE COLLATERAL (INCLUDING THE NATURE, STATUS,
QUALITY OR VALUE THEREOF) OR THE INTEREST OF THE COLLATERAL AGREEMENT AGENT
THEREIN; PROVIDED, FURTHER, THAT ANY LOAN PARTY WHICH IS NOW A CORPORATION CAN
CONVERT INTO A LIMITED LIABILITY COMPANY, AS LONG AS (1)
NO EVENT OF DEFAULT
SHALL THEN EXIST AND THEN BE CONTINUING, (2) NO SUCH CONVERSION SHALL ADVERSELY
AFFECT THE OBLIGATIONS OF SUCH LOAN PARTY UNDER THE LOAN DOCUMENTS OR THE
COLLATERAL (INCLUDING THE NATURE, STATUS, QUALITY OR VALUE THEREOF) OR THE
INTEREST OF THE COLLATERAL AGREEMENT AGENT THEREIN AND SUCH LOAN PARTY SHALL
EXECUTE ALL DOCUMENTS AND
63
TAKE SUCH ACTIONS IN CONNECTION WITH SUCH CONVERSION PRIOR TO THE EFFECT THEREOF
AS REASONABLY REQUESTED BY THE ADMINISTRATIVE AGENT.
(F)
VISITATION RIGHTS.
AT ANY REASONABLE
TIME AND FROM TIME TO TIME AND IN EACH CASE, DURING NORMAL BUSINESS HOURS,
PERMIT THE ADMINISTRATIVE AGENT OR THE COLLATERAL AGREEMENT AGENT, OR ANY AGENTS
OR REPRESENTATIVES THEREOF, TO EXAMINE AND MAKE COPIES OF AND ABSTRACTS FROM THE
RECORDS AND BOOKS OF ACCOUNT OF, AND VISIT THE PROPERTIES OF, BMCA AND ANY OF
ITS SUBSIDIARIES, TO CONDUCT APPRAISALS AND FIELD EXAMINATIONS AND MONITOR THE
COLLATERAL AS THE ADMINISTRATIVE AGENT OR THE COLLATERAL AGREEMENT AGENT MAY
REQUIRE, AND TO DISCUSS THE AFFAIRS, FINANCES AND ACCOUNTS OF BMCA AND ANY OF
ITS SUBSIDIARIES WITH ANY OF THEIR OFFICERS OR DIRECTORS AND WITH THEIR
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS; PROVIDED, HOWEVER, THAT ANY SUCH
DISCUSSIONS SHALL BE IN THE PRESENCE OF A RESPONSIBLE OFFICER OF BMCA, SO LONG
AS THE RESPONSIBLE OFFICERS OF BMCA HAVE MADE REASONABLE EFFORTS TO MAKE
THEMSELVES AVAILABLE FOR SUCH PURPOSE.
(G)
KEEPING OF BOOKS.
KEEP, AND CAUSE EACH OF
ITS SUBSIDIARIES TO KEEP, PROPER BOOKS