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 MAINTAIN AND PRESERVE, ALL OF ITS PROPERTIES THAT
ARE USED OR USEFUL IN THE CONDUCT OF ITS BUSINESS IN GOOD WORKING ORDER AND
CONDITION, ORDINARY WEAR AND TEAR EXCEPTED AND WILL FROM TIME TO TIME MAKE OR
CAUSE TO BE MADE ALL APPROPRIATE REPAIRS, RENEWALS AND REPLACEMENTS THEREOF
EXCEPT WHERE FAILURE TO DO SO WOULD NOT MATERIALLY ADVERSELY AFFECT THE USE OF
THE RELATED PROPERTY.
(I)
TRANSACTIONS WITH AFFILIATES. CONDUCT, AND CAUSE EACH OF ITS
SUBSIDIARIES TO CONDUCT, ALL TRANSACTIONS OTHERWISE PERMITTED UNDER THE LOAN
DOCUMENTS WITH ANY OF THEIR AFFILIATES (INCLUDING PAYMENTS OF ANY MANAGEMENT
FEES) ON TERMS THAT ARE FAIR AND REASONABLE AND NO LESS FAVORABLE TO BMCA OR
SUCH SUBSIDIARY THAN IT WOULD OBTAIN IN A COMPARABLE ARM'S-LENGTH TRANSACTION
WITH A PERSON NOT AN AFFILIATE.
(J)
COVENANT TO GUARANTEE OBLIGATIONS AND GIVE SECURITY. UPON (X) THE
REQUEST OF THE ADMINISTRATIVE AGENT, FOLLOWING THE OCCURRENCE AND DURING THE
CONTINUANCE OF A DEFAULT OR (Y) THE FORMATION OR ACQUISITION OF ANY NEW DIRECT
OR INDIRECT SUBSIDIARIES BY ANY LOAN PARTY, THEN IN EACH CASE AT BMCA'S
REASONABLE EXPENSE:
(I)
IN CONNECTION WITH THE FORMATION OR ACQUISITION OF A SUBSIDIARY
THAT IS NOT (X) A CFC OR (Y) A SUBSIDIARY THAT IS HELD DIRECTLY OR INDIRECTLY BY
A CFC, WITHIN 15 DAYS AFTER SUCH FORMATION OR ACQUISITION, CAUSE EACH SUCH
SUBSIDIARY, AND CAUSE EACH DIRECT AND INDIRECT PARENT OF SUCH SUBSIDIARY OWNED
BY BMCA (IF IT HAS NOT ALREADY DONE SO), TO DULY EXECUTE AND DELIVER TO THE
ADMINISTRATIVE AGENT A GUARANTY OR GUARANTY SUPPLEMENT AND A SECURITY AGREEMENT
SUPPLEMENT, IN FORM AND SUBSTANCE SATISFACTORY TO THE ADMINISTRATIVE AGENT,
GUARANTEEING THE OTHER LOAN PARTIES' OBLIGATIONS UNDER THE LOAN DOCUMENTS AND
PROVIDING SECURITY IN RESPECT OF SUCH GUARANTY, EXCEPT IN THE CASE OF ELK AND
ITS SUBSIDIARIES AS OF THE DATE OF THE MERGER, DELIVER SUCH DOCUMENTS ON OR
PRIOR TO THE DATE OF THE MERGER,
77
(II)
WITHIN 30 DAYS AFTER SUCH REQUEST, FORMATION OR ACQUISITION,
TAKE, AND CAUSE EACH LOAN PARTY AND EACH NEWLY ACQUIRED OR NEWLY FORMED
SUBSIDIARY (OTHER THAN ANY SUBSIDIARY THAT IS A CFC OR A SUBSIDIARY THAT IS HELD
DIRECTLY OR INDIRECTLY BY A CFC) TO TAKE, WHATEVER ACTION (INCLUDING THE FILING
OF UNIFORM COMMERCIAL CODE FINANCING STATEMENTS AND THE GIVING OF NOTICES) MAY
BE NECESSARY OR REASONABLY ADVISABLE IN THE OPINION OF THE COLLATERAL MONITORING
AGENT TO VEST IN THE COLLATERAL MONITORING AGENT (OR IN ANY REPRESENTATIVES OF
THE COLLATERAL MONITORING AGENT DESIGNATED BY SUCH ENTITY) VALID AND SUBSISTING
LIENS ON THE PROPERTIES PURPORTED TO BE SUBJECT TO THE PLEDGES, ASSIGNMENTS,
SECURITY AGREEMENT SUPPLEMENTS AND SECURITY AGREEMENTS DELIVERED PURSUANT TO
THIS SECTION 5.01(J),