RESPONSIBLE AND REPUTABLE 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 LENDER PARTIES; 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 MONITORING AGENT THEREIN AND SUCH LOAN PARTY SHALL EXECUTE ALL
DOCUMENTS AND TAKE SUCH ACTIONS IN CONNECTION WITH SUCH CONVERSION PRIOR TO THE
EFFECT THEREOF AS REASONABLY REQUESTED BY THE ADMINISTRATIVE AGENT.
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(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 MONITORING 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 MONITORING 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