any
other Obligation of any Loan Party under any Loan Document shall remain unpaid,
or any Lender shall have any Term Loan Commitment hereunder, the Borrowers will
(provided, that until the consummation of the Merger, compliance with respect to
Elk and its Subsidiaries with the provisions of this Section 5.01 will not be
required, but BMCA will use commercially reasonable efforts to cause Elk and its
Subsidiaries to so comply except for Section 5.01(j) compliance with which in
respect of Elk and its Subsidiaries will only be required from and after the
consummation of the Merger):
(A)
COMPLIANCE WITH LAWS, ETC.
COMPLY, AND
CAUSE EACH OF ITS SUBSIDIARIES TO COMPLY, IN ALL MATERIAL RESPECTS, WITH ALL
APPLICABLE LAWS, RULES, REGULATIONS AND ORDERS, SUCH COMPLIANCE TO INCLUDE,
WITHOUT LIMITATION, COMPLIANCE WITH ERISA AND THE RACKETEER INFLUENCED AND
CORRUPT ORGANIZATIONS CHAPTER OF THE ORGANIZED CRIME CONTROL ACT OF 1970.
(B)
PAYMENT OF TAXES, ETC.
PAY AND DISCHARGE,
AND CAUSE EACH OF ITS SUBSIDIARIES TO PAY AND DISCHARGE, BEFORE THE SAME SHALL
BECOME DELINQUENT, (I) ALL FEDERAL INCOME AND OTHER MATERIAL TAXES, ASSESSMENTS
AND GOVERNMENTAL CHARGES OR LEVIES LAWFULLY IMPOSED UPON IT OR UPON ITS PROPERTY
AND (II) ALL LAWFUL CLAIMS THAT, IF UNPAID, MIGHT BY LAW BECOME A LIEN UPON ITS
PROPERTY; PROVIDED, HOWEVER, THAT NEITHER BMCA NOR ANY OF ITS
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SUBSIDIARIES SHALL BE REQUIRED TO PAY OR DISCHARGE ANY SUCH FEDERAL INCOME OR
OTHER MATERIAL TAX, ASSESSMENT, CHARGE OR CLAIM THAT IS BEING CONTESTED IN GOOD
FAITH AND BY PROPER PROCEEDINGS AND AS TO WHICH APPROPRIATE RESERVES ARE BEING
MAINTAINED IN CONFORMITY WITH GAAP, UNLESS AND UNTIL ANY LIEN RESULTING
THEREFROM ATTACHES TO ITS PROPERTY AND BECOMES ENFORCEABLE AGAINST ITS OTHER
CREDITORS.
(C)
COMPLIANCE WITH ENVIRONMENTAL LAWS.
COMPLY, CAUSE EACH OF ITS SUBSIDIARIES TO COMPLY, AND USE COMMERCIALLY
REASONABLE EFFORTS TO CAUSE ALL LESSEES AND OTHER PERSONS OPERATING OR OCCUPYING
ITS PROPERTIES TO COMPLY, IN ALL MATERIAL RESPECTS, WITH ENVIRONMENTAL LAWS AND
ENVIRONMENTAL PERMITS; OBTAIN AND RENEW, AND CAUSE EACH OF ITS SUBSIDIARIES TO
OBTAIN AND RENEW, ALL MATERIAL ENVIRONMENTAL PERMITS NECESSARY FOR ITS
OPERATIONS AND PROPERTIES; AND UPON RECEIPT OF ANY NOTIFICATION OR OTHERWISE
OBTAINING KNOWLEDGE OF ANY RELEASE OF HAZARDOUS MATERIALS OR OTHER EVENT THAT
HAS A REASONABLE LIKELIHOOD OF CAUSING ANY LOAN PARTY OR ANY OF ITS SUBSIDIARIES
TO INCUR ANY MATERIAL LIABILITY PURSUANT TO ENVIRONMENTAL LAWS, CONDUCT, OR PAY
FOR CONSULTANTS TO CONDUCT, ANY INVESTIGATION, STUDY, SAMPLING AND TESTING
REASONABLY NECESSARY TO EVALUATE THE CONDITION OF THE PROPERTY, AND UNDERTAKE
ANY CLEANUP, REMOVAL, FURTHER INVESTIGATION, AND REMEDIAL OR OTHER ACTION
REQUIRED BY ENVIRONMENTAL LAWS; PROVIDED, HOWEVER, THAT NEITHER BMCA NOR ANY OF
ITS SUBSIDIARIES SHALL BE REQUIRED TO UNDERTAKE ANY SUCH CLEANUP, REMOVAL,
REMEDIAL OR OTHER ACTION TO THE EXTENT THAT ITS OBLIGATION TO DO SO IS BEING
CONTESTED IN GOOD FAITH AND BY PROPER PROCEEDINGS AND APPROPRIATE RESERVES ARE
BEING MAINTAINED WITH RESPECT TO SUCH CIRCUMSTANCES.
(D)
MAINTENANCE OF INSURANCE.
MAINTAIN, AND
CAUSE EACH OF ITS SUBSIDIARIES TO MAINTAIN, INSURANCE WITH RESPONSIBLE AND
REPUTABLE