OBLIGATIONS HEREUNDER IF SUCH FAILURE IS CONSENTED TO BY THE
STEERING COMMITTEE WITHIN THREE BUSINESS DAYS AFTER THE OCCURRENCE OF SUCH
FAILURE.
UPON ANY RESPONSIBLE OFFICER OF THE U.S. BORROWER BECOMING AWARE OF
THE FAILURE TO SATISFY THE REQUIREMENT IN CLAUSE (A) OR (B) OF THE PREVIOUS
SENTENCE, THE U.S. BORROWER SHALL IMMEDIATELY NOTIFY THE ADMINISTRATIVE AGENT
AND THE STEERING COMMITTEE OF SUCH FAILURE.
IN ADDITION, IF AT ANY TIME
(X) LIQUIDITY IS LESS THAN $32,000,000 OR (Y) AVERAGE LIQUIDITY IS LESS THAN
$37,000,000, THE U.S. BORROWER SHALL, ON EACH BUSINESS DAY THEREAFTER, DELIVER
TO THE ADMINISTRATIVE AGENT AND THE STEERING COMMITTEE A REPORT SETTING FORTH
THE LIQUIDITY AT THE END OF THE PREVIOUS BUSINESS DAY AND THE AVERAGE LIQUIDITY
FOR THE FIVE CONSECUTIVE BUSINESS DAYS ENDING ON SUCH PREVIOUS DAY, AND SUCH
DAILY REPORTING SHALL CONTINUE UNTIL THE U.S. BORROWER DELIVERS TO THE
ADMINISTRATIVE AGENT A REPORT DEMONSTRATING THAT, AT THE END OF THE PREVIOUS
BUSINESS DAY, LIQUIDITY IS GREATER THAN $32,000,000 AND AVERAGE LIQUIDITY IS
GREATER THAN $37,000,000.
4.4
WEEKLY CASH FLOW FORECASTS, ETC.
THE U.S. BORROWER SHALL DELIVER
TO THE ADMINISTRATIVE AGENT AND THE STEERING COMMITTEE, ON THURSDAY (OR THE
IMMEDIATELY SUCCEEDING BUSINESS DAY IF THURSDAY IS NOT A BUSINESS DAY) OF EACH
WEEK (COMMENCING WITH THE WEEK ENDING ON SATURDAY JULY 4, 2009), (A) A 13-WEEK
CASH FLOW FORECAST IN THE FORM OF SUCH FORECAST DELIVERED TO THE STEERING
COMMITTEE PRIOR TO THE EFFECTIVE DATE OR ANOTHER FORM REASONABLY SATISFACTORY TO
THE STEERING COMMITTEE (THE "13-WEEK CASH FLOW FORECAST"), (B) A RECONCILIATION
OF THE CASH BALANCES OF THE U.S. BORROWER AND ITS SUBSIDIARIES BETWEEN THE
AMOUNT SHOWN ON THE U.S. BORROWER'S GENERAL LEDGER FOR THE PRIOR WEEK AND THE
AMOUNT MAINTAINED ON DEPOSIT FOR SUCH WEEK BY THE U.S. BORROWER AND ITS
SUBSIDIARIES WITH BANKS, (C) A VARIANCE REPORT (I) SHOWING ON A LINE ITEM BASIS
THE PERCENTAGE AND DOLLAR VARIANCE OF ACTUAL CASH DISBURSEMENTS AND REVENUES AND
CASH RECEIPTS FOR THE PRIOR WEEK FROM THE AMOUNTS SET FORTH FOR SUCH WEEK IN THE
MOST RECENT 13-WEEK CASH FLOW FORECAST AND (II) CONTAINING EXPLANATIONS OF
MATERIAL VARIANCES FROM SUCH 13-WEEK CASH FLOW FORECAST, (D) A CERTIFICATE, IN A
FORM SATISFACTORY TO THE STEERING COMMITTEE, OF A RESPONSIBLE OFFICER OF THE
U.S. BORROWER AS TO THE CALCULATION OF LIQUIDITY FOR THE PRIOR WEEK AND
ATTACHING FORTH SUCH CALCULATIONS AND (E) THE WEEKLY FLASH INFORMATION PROVIDED
TO THE U.S. BORROWER'S BOARD OF DIRECTORS FOR SUCH WEEK.
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 NOT TO BE VIEWED AS FACT AND THAT ACTUAL RESULTS DURING THE PERIOD
OR PERIODS COVERED THEREBY MAY DIFFER FROM SUCH PROJECTED RESULTS).
4.5
BI-WEEKLY UPDATES.
IF REQUESTED BY THE ADMINISTRATIVE AGENT OR
THE