AND OBSERVE ALL THE
TERMS AND PROVISIONS OF EACH MATERIAL CONTRACT TO BE PERFORMED OR OBSERVED BY
IT, MAINTAIN EACH SUCH MATERIAL CONTRACT IN FULL FORCE AND EFFECT, ENFORCE EACH
SUCH MATERIAL CONTRACT IN ACCORDANCE WITH ITS TERMS, TAKE ALL SUCH ACTION TO
SUCH END AS MAY BE FROM TIME TO TIME REQUESTED BY THE ADMINISTRATIVE AGENT, AND
CAUSE EACH OF ITS SUBSIDIARIES TO DO SO, EXCEPT, IN ANY CASE, WHERE THE FAILURE
TO DO SO, EITHER INDIVIDUALLY OR IN THE AGGREGATE, COULD NOT BE REASONABLY
LIKELY TO HAVE A MATERIAL ADVERSE EFFECT.
(P)
G-I HOLDINGS. UPON THE ADMINISTRATIVE AGENT'S REASONABLE REQUEST,
BUT NOT MORE FREQUENTLY THAN ONCE PER MONTH, MAKE A SENIOR OFFICER OF BMCA
AVAILABLE TO PROVIDE TO THE ADMINISTRATIVE AGENT (I) AN UPDATE OF DEVELOPMENTS
IN (A) THE G-I HOLDINGS BANKRUPTCY PROCEEDINGS, AND (B) ANY PROCEEDINGS RELATED
TO ASSERTED FEDERAL INCOME TAX LIABILITIES IN CONNECTION WITH THE RHONE POULENC
TRANSACTIONS AND (II) ANY INFORMATION RELATING THERETO THAT THE ADMINISTRATIVE
AGENT MAY REASONABLY REQUEST.
(Q)
REPORTABLE TRANSACTION. BMCA WILL NOTIFY THE ADMINISTRATIVE AGENT
PROMPTLY IN THE EVENT THAT BMCA OR ANY OTHER MEMBER OF THE G-I HOLDINGS TAX
GROUP
62
SPECIFICALLY IDENTIFIES ANY OF THE LOANS UNDER THIS AGREEMENT AS A "REPORTABLE
TRANSACTION" ON INTERNAL REVENUE SERVICE FORM 8886 FILED WITH THE U.S. FEDERAL
TAX RETURNS FOR PURPOSES OF SECTIONS 6011, 6111 OR 6112 OF THE INTERNAL REVENUE
CODE OR THE TREASURY REGULATIONS PROMULGATED THEREUNDER.
(R)
TAX LIABILITIES. BMCA (I) SHALL IMMEDIATELY INFORM THE LENDERS
WITH RESPECT TO THE RHONE POULENC TRANSACTIONS OF (A) ANY COURT RULING
DETERMINING TAX LIABILITY OR OTHERWISE ADDRESSING THE MERITS OF THE CASE; (B)
ANY PROPOSED OR ACTUAL ASSESSMENT OR DEFICIENCY AS TO WHICH ANY LOAN PARTY OR
ANY MEMBER OF THE G-I HOLDINGS TAX GROUP HAS KNOWLEDGE; OR (C) ANY WRITTEN
DEMAND FOR PAYMENT OF TAXES FROM A TAX AUTHORITY, AND (II) SHALL PROVIDE ANY
INFORMATION AVAILABLE TO THEM AND REASONABLY REQUIRED BY THE LENDERS TO MAKE A
DETERMINATION WITH RESPECT TO THE MATTERS SET FORTH IN SECTION 6.01(H)(I).
SECTION 5.02.
Negative Covenants. So long as any Loan or any other
Obligation of any Loan Party under any Loan Document shall remain unpaid, or any
Lender shall have any Bridge Loan Commitment hereunder, BMCA will not, at any
time (provided, that until the consummation of the Merger, compliance with
respect to Elk and its Subsidiaries with the provisions of this Section 5.02
will not be required, but BMCA will use commercially reasonable efforts to cause
Elk and its Subsidiaries to so comply):
(A)
LIENS, ETC. CREATE, INCUR, ASSUME OR SUFFER TO EXIST, OR PERMIT
ANY OF ITS SUBSIDIARIES TO CREATE, INCUR, ASSUME OR SUFFER TO EXIST, ANY LIEN ON
OR WITH RESPECT TO ANY OF ITS PROPERTIES OF ANY CHARACTER (INCLUDING ACCOUNTS)
WHETHER NOW OWNED OR HEREAFTER ACQUIRED, OR SIGN OR FILE OR SUFFER TO EXIST, OR
PERMIT ANY OF ITS SUBSIDIARIES TO SIGN OR FILE OR SUFFER TO EXIST, UNDER THE
UNIFORM COMMERCIAL CODE OF ANY JURISDICTION, A FINANCING STATEMENT