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, (Y) THE FORMATION OR
ACQUISITION OF ANY NEW DIRECT OR INDIRECT SUBSIDIARIES BY ANY LOAN PARTY OR
(Z) THE ACQUISITION OF ANY PROPERTY BY ANY LOAN PARTY, AND SUCH PROPERTY, IN THE
JUDGMENT OF THE ADMINISTRATIVE AGENT, SHALL NOT ALREADY BE SUBJECT TO A
PERFECTED SECURITY INTEREST IN FAVOR OF THE COLLATERAL AGREEMENT AGENT FOR THE
BENEFIT OF THE SECURED PARTIES (EXCEPT TO THE EXTENT THE APPLICABLE LOAN PARTY
IS PROHIBITED BY LAW OR CONTRACT), 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
64
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,
(II)
WITHIN 15 DAYS AFTER SUCH REQUEST,
FORMATION OR ACQUISITION FURNISH TO THE ADMINISTRATIVE AGENT A DESCRIPTION OF
THE REAL AND PERSONAL PROPERTIES OF THE LOAN PARTIES AND THEIR RESPECTIVE
SUBSIDIARIES WHICH ARE, OR ARE REQUIRED IN ACCORDANCE WITH THE TERMS OF THE LOAN
DOCUMENTS TO BECOME, LOAN PARTIES, IN DETAIL REASONABLY SATISFACTORY TO THE
ADMINISTRATIVE AGENT,
(III)
WITHIN (X) 15 DAYS AFTER A REQUEST OR
ACQUISITION OF PERSONAL