BORROWER AND SUCH OTHER MEMBERS OF THE BORROWER AFFILIATED GROUP WITH ITS
APPROPRIATE OFFICERS, EMPLOYEES AND ACCOUNTANTS, PROVIDED THAT WHEN AN EVENT OF
DEFAULT HAS OCCURRED AND IS CONTINUING THE ADMINISTRATIVE AGENT OR ANY BANK
MAY DO ANY OF THE FOREGOING AT ANY TIME DURING NORMAL BUSINESS HOURS AND WITHOUT
ADVANCE NOTICE.
IN HANDLING SUCH INFORMATION THE ADMINISTRATIVE AGENT AND THE
BANKS SHALL EXERCISE THE SAME DEGREE OF CARE THAT EACH EXERCISES WITH RESPECT TO
ITS OWN PROPRIETARY INFORMATION OF THE SAME TYPES TO MAINTAIN THE
CONFIDENTIALITY OF ANY NON-PUBLIC INFORMATION THEREBY RECEIVED, EXCEPT THAT
DISCLOSURE OF SUCH INFORMATION MAY BE MADE (W) TO THE SUBSIDIARIES OR AFFILIATES
OF THE ARRANGER, THE ADMINISTRATIVE AGENT AND EACH BANK IN CONNECTION WITH THEIR
PRESENT OR PROSPECTIVE BUSINESS RELATIONS WITH THE BORROWER AFFILIATED GROUP,
(X) TO PROSPECTIVE TRANSFEREES OR PURCHASERS OF AN INTEREST IN THE LOANS, (Y) AS
REQUIRED BY LAW, REGULATION, RULE OR ORDER, SUBPOENA, JUDICIAL ORDER OR SIMILAR
ORDER AND (Z) AS MAY BE REQUIRED IN CONNECTION WITH THE EXAMINATION, AUDIT OR
SIMILAR INVESTIGATION OF THE ARRANGER, THE ADMINISTRATIVE AGENT OR ANY BANK.
5.6.
MAINTENANCE OF BOOKS AND RECORDS.
THE
BORROWER SHALL, AND SHALL CAUSE EACH OTHER MEMBER OF THE BORROWER AFFILIATED
GROUP TO, KEEP ADEQUATE BOOKS AND RECORDS OF ACCOUNT, IN WHICH TRUE AND COMPLETE
ENTRIES WILL BE MADE REFLECTING ALL OF ITS BUSINESS AND FINANCIAL TRANSACTIONS,
AND SUCH ENTRIES WILL BE MADE IN ACCORDANCE WITH GAAP AND APPLICABLE LAW.
5.7.
INTEREST RATE PROTECTION.
ON OR PRIOR TO THE
CLOSING DATE, THE BORROWER SHALL ENTER INTO, AND THEREAFTER THE BORROWER SHALL
MAINTAIN IN EFFECT, CERTAIN HEDGING CONTRACTS IN FORM AND SUBSTANCE REASONABLY
SATISFACTORY TO THE ADMINISTRATIVE AGENT, PROVIDING FOR THE RATE OF INTEREST
APPLICABLE TO THE LOANS TO BE CAPPED AT A LEVEL ABOVE THE LIBOR RATE PLUS THE
APPLICABLE LIBOR MARGIN PREVAILING ON THE EFFECTIVE DATE OF SUCH INTEREST RATE
PROTECTION ARRANGEMENTS (THE "EFFECTIVE DATE") ACCEPTABLE TO THE ADMINISTRATIVE
AGENT IN ITS REASONABLE DISCRETION WITH RESPECT TO NOT LESS THAN $40,000,000 OF
PRINCIPAL OF THE LOANS, AS REDUCED BY ANY TERM LOAN PRINCIPAL INSTALLMENT
PAYMENTS MADE BY THE BORROWER IN ACCORDANCE WITH SECTION 2.12(B), SUCH INTEREST
RATE PROTECTION ARRANGEMENTS TO REMAIN IN EFFECT FROM THE EFFECTIVE DATE THROUGH
THE THIRD ANNIVERSARY OF THE EFFECTIVE DATE
5.8.
ENVIRONMENTAL INDEMNIFICATION.
THE BORROWER
COVENANTS AND AGREES THAT IT WILL, AND WILL CAUSE EACH OTHER MEMBER OF THE
BORROWER AFFILIATED GROUP TO, INDEMNIFY AND HOLD THE ADMINISTRATIVE AGENT AND
EACH BANK HARMLESS FROM AND AGAINST ANY AND ALL CLAIMS, EXPENSE, DAMAGE, LOSS OR
LIABILITY INCURRED BY THE ADMINISTRATIVE AGENT OR ANY BANK IN CONNECTION WITH
ENVIRONMENTAL MATTERS WITH RESPECT TO THE REAL PROPERTIES.
IT IS EXPRESSLY
ACKNOWLEDGED BY THE BORROWER THAT THE FOREGOING INDEMNIFICATION SHALL SURVIVE
ANY FORECLOSURE OR ANY MODIFICATION, RELEASE OR DISCHARGE OF ANY OR ALL OF THE
SECURITY DOCUMENTS OR THE PAYMENT OF THE LOANS AND SHALL INURE TO THE BENEFIT OF
THE ADMINISTRATIVE AGENT AND THE BANKS AND THEIR RESPECTIVE SUCCESSORS AND
ASSIGNS.
THE OBLIGATIONS UNDER THIS SECTION 5.8