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 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
AGENT THEREIN AND SUCH LOAN PARTY SHALL EXECUTE ALL DOCUMENTS AND TAKE SUCH
ACTIONS IN
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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 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 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 OF RECORD AND ACCOUNT, IN WHICH FULL AND CORRECT ENTRIES
SHALL BE MADE OF ALL FINANCIAL TRANSACTIONS AND THE ASSETS AND BUSINESS OF BMCA
AND EACH SUCH SUBSIDIARY IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES IN EFFECT FROM TIME TO TIME.
(H)
MAINTENANCE OF PROPERTIES, ETC. MAINTAIN AND PRESERVE, AND CAUSE
EACH OF ITS SUBSIDIARIES TO