RECENT CERTIFICATE
DELIVERED PURSUANT TO THIS PARAGRAPH (C).
(D) CAUSE ALL CASH OWNED BY THE BORROWER AND THE OTHER LOAN PARTIES AT ANY TIME
(OTHER THAN (I) ANY DISBURSEMENT DEPOSIT ACCOUNT THE FUNDS IN WHICH ARE USED
SOLELY FOR THE PAYMENT OF SALARIES AND WAGES, EMPLOYEE BENEFITS, WORKERS'
COMPENSATION AND SIMILAR EXPENSES OR THAT HAS AN ENDING DAILY BALANCE OF ZERO,
(II) TRUST ACCOUNTS FOR THE BENEFIT OF DIRECTORS, OFFICERS OR EMPLOYEES, AND
(III) DEPOSIT ACCOUNTS (OTHER THAN LOCKBOX AND COLLECTION ACCOUNTS) THE DAILY
BALANCE IN WHICH DOES NOT AT ANY TIME EXCEED $3,500,000 FOR ALL SUCH ACCOUNTS;
PROVIDED, HOWEVER, THAT, IN THE CASE OF EACH OF CLAUSES (I), (II) AND (III), NO
CONTROL AGREEMENT OVER ANY SUCH EXCLUDED ACCOUNT IS ENTERED INTO FOR THE BENEFIT
OF THE REVOLVER COLLATERAL AGENT) TO BE HELD IN DEPOSIT ACCOUNTS, SECURITIES
ACCOUNTS OR COMMODITIES ACCOUNTS MAINTAINED WITH A DOMESTIC OR CANADIAN OFFICE
OF ANY DEPOSITARY INSTITUTION, SECURITIES INTERMEDIARY OR COMMODITY
INTERMEDIARY, AS THE CASE MAY BE, IN THE NAME OF ONE OR MORE LOAN PARTIES AND
WILL, IN EACH CASE AS PROMPTLY AS PRACTICABLE, NOTIFY THE ADMINISTRATIVE AGENT
OF THE EXISTENCE OF ANY DEPOSIT ACCOUNT, SECURITIES ACCOUNT OR COMMODITIES
ACCOUNT MAINTAINED BY A LOAN PARTY IN RESPECT OF WHICH A CONTROL AGREEMENT IS
REQUIRED TO BE IN EFFECT PURSUANT TO CLAUSE (F) OF THE DEFINITION OF THE TERM
"COLLATERAL AND GUARANTEE REQUIREMENT" BUT IS NOT YET IN EFFECT.
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SECTION 5.11. MATERIAL CONTRACTS.
MAINTAIN IN FULL FORCE AND EFFECT (INCLUDING
EXERCISING ANY AVAILABLE RENEWAL OPTION), AND WITHOUT AMENDMENT OR MODIFICATION,
EACH MATERIAL CONTRACT, UNLESS THE FAILURE SO TO MAINTAIN ANY SUCH MATERIAL
CONTRACT (OR ANY AMENDMENT OR MODIFICATION THERETO) COULD NOT, INDIVIDUALLY OR
IN THE AGGREGATE, BE REASONABLY EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
SECTION 5.12. ENVIRONMENTAL MATTERS.
(A)
PROMPTLY GIVE NOTICE TO THE
ADMINISTRATIVE AGENT UPON BECOMING AWARE OF (I) ANY VIOLATION OF ANY
ENVIRONMENTAL LAW, (II) ANY MATERIAL CLAIM, INQUIRY, PROCEEDING, INVESTIGATION
OR OTHER ACTION, INCLUDING A REQUEST FOR INFORMATION OR A NOTICE OF POTENTIAL
LIABILITY UNDER ANY ENVIRONMENTAL LAW, BY OR FROM ANY GOVERNMENTAL AUTHORITY OR
ANY THIRD PARTY CLAIMANT OR (III) THE DISCOVERY OF THE RELEASE OF ANY HAZARDOUS
MATERIAL AT, ON, UNDER OR FROM ANY OF THE REAL PROPERTIES OR ANY FACILITY OR
EQUIPMENT THEREAT IN EXCESS OF REPORTABLE OR ALLOWABLE STANDARDS OR LEVELS UNDER
ANY ENVIRONMENTAL LAW, OR IN A MANNER OR AMOUNT THAT COULD REASONABLY BE
EXPECTED TO RESULT IN MATERIAL LIABILITY UNDER ANY ENVIRONMENTAL LAW, IN EACH
CASE THAT COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(B)
UPON DISCOVERY OF THE PRESENCE ON ANY OF THE REAL PROPERTIES OF ANY
HAZARDOUS MATERIAL THAT IS IN MATERIAL VIOLATION OF, OR THAT COULD REASONABLY BE
EXPECTED TO RESULT IN MATERIAL LIABILITY UNDER, ANY ENVIRONMENTAL LAW, IN EACH
CASE THAT COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT, TAKE
OR CAUSE TO BE TAKEN ALL NECESSARY STEPS TO INITIATE AND EXPEDITIOUSLY COMPLETE
ALL REMEDIAL, CORRECTIVE AND OTHER RESPONSIVE ACTION TO THE