THE
PRIOR MONTH FROM THE AMOUNTS SET FORTH FOR SUCH MONTH IN THE MOST RECENT 13-WEEK
CASH FLOW FORECAST AND (II) CONTAINING EXPLANATIONS OF MATERIAL VARIANCES FROM
SUCH 13-WEEK CASH FLOW FORECAST, AND (D) A CERTIFICATE, IN A FORM SATISFACTORY
TO THE ADMINISTRATIVE AGENT, OF A RESPONSIBLE OFFICER OF THE U.S. BORROWER AS TO
THE CALCULATION OF LIQUIDITY FOR THE PRIOR MONTH AND ATTACHING FORTH SUCH
CALCULATIONS.
EACH DELIVERY OF THE 13-WEEK CASH FLOW FORECAST SHALL BE DEEMED
TO BE A REPRESENTATION BY THE U.S. BORROWER THAT SUCH 13-WEEK CASH FLOW FORECAST
HAS BEEN PREPARED BASED UPON GOOD FAITH ESTIMATES AND ASSUMPTIONS THAT THE U.S.
BORROWER BELIEVES WERE REASONABLE AT THE TIME MADE (IT BEING UNDERSTOOD AND
AGREED THAT SUCH 13-WEEK CASH FLOW FORECAST IS
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NOT TO BE VIEWED AS FACT AND THAT ACTUAL RESULTS DURING THE PERIOD OR PERIODS
COVERED THEREBY MAY DIFFER FROM SUCH PROJECTED RESULTS).
(ii)
If, as of the end of any month following the one year anniversary
of the Effective Date, Liquidity is less than $50,000,000, the U.S. Borrower
shall deliver a 13-Week Cash Flow Forecast in a form consistent with
requirements of the preceding paragraph to the Administrative Agent on the last
Business Day of such month.
(F)
ANNUAL FORECASTS.
AS SOON AS AVAILABLE AND IN ANY EVENT NO LATER
THAN 60 DAYS AFTER THE BEGINNING OF EACH FISCAL YEAR, FORECASTS PREPARED BY
MANAGEMENT OF THE U.S. BORROWER, IN REASONABLE DETAIL AND IN FORM CUSTOMARILY
PREPARED BY MANAGEMENT OF SUCH BORROWER FOR ITS INTERNAL USE AND SETTING FORTH
AN EXPLANATION FOR THE PRINCIPAL ASSUMPTIONS ON WHICH SUCH FORECASTS WERE BASED,
OF BALANCE SHEETS, INCOME STATEMENTS AND CASH FLOW STATEMENTS ON A QUARTERLY
BASIS FOR THE FISCAL YEAR FOLLOWING SUCH FISCAL YEAR THEN ENDED AND ON AN ANNUAL
BASIS FOR EACH OF THE FOUR FISCAL YEARS THEREAFTER.
(G)
ERISA.
PROMPTLY AFTER ANY LOAN PARTY OR ANY ERISA AFFILIATE
OBTAINS KNOWLEDGE, OR HAS REASON TO KNOW, OF THE OCCURRENCE OF ANY OF THE
FOLLOWING EVENTS THAT INDIVIDUALLY OR IN THE AGGREGATE (INCLUDING IN THE
AGGREGATE SUCH EVENTS PREVIOUSLY DISCLOSED OR EXEMPT FROM DISCLOSURE HEREUNDER,
TO THE EXTENT THE LIABILITY THEREFOR REMAINS OUTSTANDING), WOULD BE REASONABLY
LIKELY TO HAVE A MATERIAL ADVERSE EFFECT, A CERTIFICATE OF A RESPONSIBLE OFFICER
OF THE U.S. BORROWER SETTING FORTH DETAILS AS TO SUCH OCCURRENCE AND THE ACTION,
IF ANY, THAT ANY LOAN PARTY OR ANY ERISA AFFILIATE IS REQUIRED OR PROPOSES TO
TAKE, TOGETHER WITH ANY NOTICES (REQUIRED, PROPOSED OR OTHERWISE) GIVEN TO OR
FILED WITH OR BY OR RECEIVED BY ANY LOAN PARTY, ANY ERISA AFFILIATE, THE PBGC, A
PLAN PARTICIPANT (OTHER THAN NOTICES RELATING TO AN INDIVIDUAL PARTICIPANT'S
BENEFITS) OR
THE PLAN ADMINISTRATOR WITH RESPECT THERETO:
THAT A REPORTABLE
EVENT HAS OCCURRED; THAT A PLAN HAS FAILED TO SATISFY THE MINIMUM FUNDING
STANDARD, WITHIN THE MEANING OF SECTION 412 OF THE INTERNAL REVENUE CODE OR
SECTION 302 OF ERISA, OR AN APPLICATION HAS BEEN OR IS TO BE MADE TO THE
SECRETARY OF THE TREASURY FOR A