Common use of Approved Budget Clause in Contracts

Approved Budget. (a) The use of Loans and other extensions of credit by the Loan Parties under this Agreement and the other Loan Documents shall be limited in accordance with the Approved Budget (subject to variances permitted under this Section 5.14) and the terms hereof. The initial Approved Budget shall depict, on a weekly basis, cash receipts, expenses, and disbursements, net cash flows, inventory receipts, sales and costs of sales at stores being closed and proposed to be closed, Total Cash Receipts, Total Operating Disbursements, Total Non-Operating Disbursements, Professional Fees, the projected Borrowing Base, Availability and the other items set forth therein, for the first thirteen (13) week period from the Closing Date and such initial Approved Budget shall be approved by, and in form and substance satisfactory to, the Administrative Agent in its Permitted Discretion (it being acknowledged and agreed that the initial Approved Budget attached hereto as Annex A is approved by and satisfactory to the Administrative Agent). The Approved Budget shall be updated, modified or supplemented by the Borrower with the written consent of the Administrative Agent, and upon the request of the Administrative Agent from time to time, but in any event the Approved Budget shall be updated by the Borrower not less than one time in each three (3) consecutive week period, and each such updated, modified or supplemented budget shall be approved in writing (including by email) by, and shall be in form and substance satisfactory to, the Administrative Agent in its sole discretion and no such updated, modified or supplemented budget shall be effective until so approved and once so approved shall be deemed an Approved Budget; provided, however, that in the event the Administrative Agent, on the one hand, and the Borrower, on the other hand, cannot agree as to an updated, modified or supplemented budget, such disagreement shall give rise to an Event of Default once the period covered by the prior Approved Budget has terminated. Each Approved Budget delivered to the Administrative Agent shall be accompanied by such supporting documentation as reasonably requested by the Administrative Agent. Each Approved Budget shall be prepared in good faith based upon assumptions which the Borrower believe to be reasonable. 91

Appears in 2 contracts

Samples: Possession Credit Agreement (Tuesday Morning Corp/De), Tuesday Morning Corp/De

AutoNDA by SimpleDocs

Approved Budget. (a) The use of Loans and other extensions of credit by the Loan Parties under this Agreement and the other Loan Documents shall be limited in accordance with the Approved Budget (subject to variances permitted under this Section 5.14) and the terms hereofPermitted Variances). The initial Approved Budget shall depictset forth, on a weekly basis, cash receiptsfor the 13-week period covered thereby, expenses, and disbursements, net cash flows, inventory receipts, sales and costs of sales at stores being closed and proposed to be closed, Total the Budgeted Cash Receipts, Total Operating DisbursementsBudgeted Disbursement Amounts, Total Non-Operating Disbursements, Budgeted Liquidity and Budgeted Borrower Professional Fees, the projected Borrowing Base, Availability and the other items set forth therein, Fees for the first thirteen (13) -week period from commencing with the Closing week that includes the Effective Date and such initial Approved Budget shall be approved by, and be in form and substance reasonably satisfactory to, the Administrative Agent in its Permitted Discretion Lenders party hereto (it being acknowledged and agreed that the initial form of Approved Budget attached set forth as Exhibit S hereto as Annex A is approved by and reasonably satisfactory to such Lenders and is and shall be the Administrative Agent)Approved Budget unless and until replaced in accordance with terms of this Section 5.21; provided, that the Borrower shall provide an updated budget in form and substance acceptable to the Required Lenders two Business Days prior to any Withdrawal from the Loan Proceeds Account, and such updated budget shall be the Approved Budget unless and until replaced in accordance with the terms of this Section 5.21. The Approved Budget shall be updatedinclude a 13-week cash flow forecast, modified or supplemented by which shall (i) include line-item reporting, the Borrower with the written consent nature and scope of the Administrative Agent, and upon the request of the Administrative Agent from time to time, but in any event the Approved Budget which shall be updated by satisfactory to the Borrower not less than one time in each three Required Lenders, (3ii) consecutive week period, and each such updated, modified or supplemented budget shall be approved in writing (including by email) by, and shall otherwise be in form and substance satisfactory to, and subject to the Administrative Agent in its sole discretion approval of, the Required Lenders (or, with respect to the initial Approved Budget, all Lenders as of the Effective Date) (it being acknowledged and no such updated, modified or supplemented budget shall be effective until so approved and once so approved agreed that the form of the 13-week cash flow forecast provided by the Borrower to the Lenders prior to the Effective Date shall be deemed an Approved Budget; provided, however, that in the event the Administrative Agent, on the one handsatisfactory), and (iii) update the Borrower, on the other hand, cannot agree as to an updated, modified or supplemented budget, such disagreement shall give rise to an Event of Default once the period covered by 13-week cash flow forecast from the prior Approved Budget has terminated. Each Approved Budget delivered to add additional weeks to the Administrative Agent shall be accompanied by such supporting documentation as reasonably requested by the Administrative Agent. Each Approved Budget shall be prepared forecast in good faith based upon assumptions which the Borrower believe order to be reasonable. 91present a 13-week forecast period.

Appears in 1 contract

Samples: First Lien Priority Credit Agreement (Cyxtera Technologies, Inc.)

Approved Budget. (a) The use of proceeds of Loans and other extensions of credit by the Loan Parties under this Agreement and the other Loan Documents shall be limited solely in accordance with the Approved Budget which shall be in form and substance satisfactory to the Required Lenders (subject to the variances permitted under this set forth in Section 5.145.13(a)(i)); provided that, no proceeds of the Loans will be used in connection with (including without limitation, to fund or prefund) and any executive retention plan without the terms hereof. The express written consent of the Required Lenders; provided further that, for the avoidance of doubt, the initial Approved Budget does not contemplate or include the funding or prefunding of any executive retention plan. The Approved Budget shall depictset forth, on a weekly basis, cash receiptsamong other things, expenses, and disbursements, net cash flows, inventory receipts, sales and costs of sales at stores being closed and proposed to be closed, Total Budgeted Cash Receipts, Total Budgeted Operating DisbursementsDisbursement Amounts, Total Non-Operating Disbursements, Professional Fees, the projected Borrowing Base, Availability and the other items set forth therein, Budgeted Restructuring Related Amounts for the first thirteen (13) -week period from commencing with the week that includes the New Incremental Loan Closing Date (as defined in the Pre-Petition Credit Agreement) and such initial Approved Budget shall be approved in writing by, and be in form and substance reasonably satisfactory to, the Administrative Agent in its Permitted Discretion Required Lenders (it being acknowledged and agreed that the initial Approved Budget attached hereto as Annex A to this Agreement is approved by and satisfactory to the Required Lenders and is and shall be the Approved Budget unless and until replaced in accordance with terms of this Section) and disclosed in writing to the Administrative Agent). The Approved Budget shall be updated, modified or supplemented by the Borrower from time to time in writing transmitted to the Administrative Agent and the Lenders with the written consent of the Administrative Agent, and upon and/or at the request of the Required Lenders (with a copy of such written consent or request concurrently delivered to the Administrative Agent from time to timeAgent), but in any event the Approved Budget shall be updated by the Borrower not less than one time in each three four (34) consecutive week period, commencing with the first full week after the New Incremental Loan Closing Date (as defined in the Pre-Petition Credit Agreement), and each such updated, modified or supplemented budget shall be approved in writing (including by email) by, and shall be in form and substance satisfactory to, the Administrative Agent Required Lenders in its sole discretion their reasonable discretion, and no such updated, modified or supplemented budget shall be effective until so approved if Required Lenders (or the Specified Lender Advisors at the direction of the Required Lenders) object in writing within three days of receipt (with a copy of such objection concurrently delivered to the Administrative Agent) and once so approved if no written objection is received within three days of receipt, the updated, modified or supplemented budget shall be deemed an the newly approved Approved Budget; provided, however, that in the event the Administrative AgentRequired Lenders, on the one hand, and the Borrower, on the other hand, cannot agree as to an updated, modified or supplemented budget, such disagreement shall give rise to constitute an immediate Event of Default once the period covered by the prior approved Approved Budget has terminatedterminated (and at all times thereafter such then current approved Approved Budget shall remain in effect unless and until a new New Incremental Loan Budget is not objected to by the Required Lenders (or the Specified Lender Advisors on behalf of the Required Lenders)). Each Approved Budget delivered to the Lenders and the Administrative Agent shall be accompanied by such supporting documentation as reasonably requested by the Administrative AgentRequired Lenders. Each Approved Budget shall be prepared in good faith based upon assumptions which believed by the Borrower believe to be reasonable. 91.

Appears in 1 contract

Samples: Credit Agreement (Internap Corp)

Approved Budget. The Loan Parties shall continue to prepare and deliver to the Administrative Agent no later than 4:00 pm Central Time on each Friday every two weeks (awith the next such delivery to be on May 10, 2019, no later than 4:00 pm Central Time (or such later date as the Administrative Agent may agree in writing in its sole discretion): (i) The use of Loans an updated rolling cash flow forecast for the succeeding 13 weeks, in each case, for Holdings, Parent, Borrower, its Subsidiaries, and other extensions parties whose cash flows contribute to the Borrower’s revenues (the “Contributing Loan Parties”) in each case showing projected daily cash receipts, cash disbursements to fund costs and expenses that are critical to (x) operate and maintain the overall operational value of credit the Loan Parties' Assets (as defined below) and (y) fund the critical expenses to maintain the core assets identified on Schedule 1 hereto, which Schedule may be amended in writing from time to time by the Loan Parties under this Agreement following notice to and the other Loan Documents shall be limited in accordance with the Approved Budget (subject to variances permitted under this Section 5.14) and the terms hereof. The initial Approved Budget shall depict, on a weekly basis, cash receipts, expenses, and disbursements, net cash flows, inventory receipts, sales and costs of sales at stores being closed and proposed to be closed, Total Cash Receipts, Total Operating Disbursements, Total Non-Operating Disbursements, Professional Fees, the projected Borrowing Base, Availability and the other items set forth therein, for the first thirteen (13) week period from the Closing Date and such initial Approved Budget shall be approved by, and in form and substance satisfactory to, written approval by the Administrative Agent in its Permitted Discretion (it being acknowledged the “Core Assets”), and agreed that the initial Approved Budget attached hereto as Annex A is approved other financial information required by and satisfactory to the Administrative Agent). The Approved Budget shall be updatedAgent including, modified or supplemented without limitation (A) payables by the Borrower with the written consent of the Administrative Agentfacility and/or subsidiary, (B) receivables by facility and/or subsidiary, (C) cash at each subsidiary and upon the request of (D) major vendors by facility and/or subsidiary (as expressly approved in writing by the Administrative Agent from time to time, but in any event the “Approved Budget”) and (ii) a certificate of the chief financial officer and the Chief Restructuring Officer of the Borrower to the effect that such Cash Flow Forecast reflects the Borrower’s good faith projection of such weekly cash receipts and disbursements and ending balance of available cash (as of the last Business Day of each week) for the Borrower, its Subsidiaries and the Contributing Loan Parties on a consolidated basis. Such Approved Budget shall be updated separate the costs and expenses critical to maintain the Core Assets from the costs and expenses to operate and maintain the value of the Loan Parties' Assets. “Assets” mean any and all equity interests held directly or indirectly by the Borrower not less than one time in each three any Loan Party or any other assets of any Loan Party, including without limitation, personal or real property. (3i) consecutive week period, and each such updated, modified or supplemented budget shall be approved in writing [Reserved]. (including by email) by, and shall be in form and substance satisfactory to, the Administrative Agent in its sole discretion and no such updated, modified or supplemented budget shall be effective until so approved and once so approved shall be deemed an Approved Budget; provided, however, that in the event the Administrative Agent, on the one hand, and the Borrower, on the other hand, cannot agree as to an updated, modified or supplemented budget, such disagreement shall give rise to an Event of Default once the period covered by the prior Approved Budget has terminated. Each Approved Budget delivered to the Administrative Agent shall be accompanied by such supporting documentation as reasonably requested by the Administrative Agent. Each Approved Budget shall be prepared in good faith based upon assumptions which the Borrower believe to be reasonable. 91j)

Appears in 1 contract

Samples: Credit Agreement (Nobilis Health Corp.)

Approved Budget. The Loan Parties shall continue to prepare and deliver to the Administrative Agent no later than 4:00 pm Central Time on each Friday every two weeks (awith the next such delivery to be on August 2, 2019, no later than 4:00 pm Central Time (or such later date as the Administrative Agent may agree in writing in its sole discretion): (i) The use of Loans an updated rolling cash flow forecast for the succeeding 13 weeks, in each case, for Holdings, Parent, Borrower, its Subsidiaries, and other extensions parties whose cash flows contribute to the Borrower’s revenues (the “Contributing Loan Parties”) in each case showing projected daily cash receipts, cash disbursements to fund costs and expenses that are critical to (x) operate and maintain the overall operational value of credit the Loan Parties' Assets (as defined below) and (y) fund the critical expenses to maintain the core assets identified on Schedule 1 hereto, which Schedule may be amended in writing from time to time by the Loan Parties under this Agreement following notice to and the other Loan Documents shall be limited in accordance with the Approved Budget (subject to variances permitted under this Section 5.14) and the terms hereof. The initial Approved Budget shall depict, on a weekly basis, cash receipts, expenses, and disbursements, net cash flows, inventory receipts, sales and costs of sales at stores being closed and proposed to be closed, Total Cash Receipts, Total Operating Disbursements, Total Non-Operating Disbursements, Professional Fees, the projected Borrowing Base, Availability and the other items set forth therein, for the first thirteen (13) week period from the Closing Date and such initial Approved Budget shall be approved by, and in form and substance satisfactory to, written approval by the Administrative Agent in its Permitted Discretion (it being acknowledged the “Core Assets”), and agreed that the initial Approved Budget attached hereto as Annex A is approved other financial information required by and satisfactory to the Administrative Agent). The Approved Budget shall be updatedAgent including, modified or supplemented without limitation (A) payables by the Borrower with the written consent of the Administrative Agentfacility and/or subsidiary, (B) receivables by facility and/or subsidiary, (C) cash at each subsidiary and upon the request of (D) major vendors by facility and/or subsidiary (as expressly approved in writing by the Administrative Agent from time to time, but in any event the “Approved Budget”) and (ii) a certificate of the chief financial officer and the Chief Restructuring Officer of the Borrower to the effect that such Cash Flow Forecast reflects the Borrower’s good faith projection of such weekly cash receipts and disbursements and ending balance of available cash (as of the last Business Day of each week) for the Borrower, its Subsidiaries and the Contributing Loan Parties on a consolidated basis. Such Approved Budget shall be updated by separate the Borrower not less than one time in each three (3) consecutive week period, costs and each such updated, modified or supplemented budget shall be approved in writing (including by email) by, expenses critical to maintain the Core Assets from the costs and shall be in form expenses to operate and substance satisfactory to, maintain the Administrative Agent in its sole discretion and no such updated, modified or supplemented budget shall be effective until so approved and once so approved shall be deemed an Approved Budget; provided, however, that in value of the event the Administrative Agent, on the one hand, and the Borrower, on the other hand, cannot agree as to an updated, modified or supplemented budget, such disagreement shall give rise to an Event of Default once the period covered by the prior Approved Budget has terminated. Each Approved Budget delivered to the Administrative Agent shall be accompanied by such supporting documentation as reasonably requested by the Administrative Agent. Each Approved Budget shall be prepared in good faith based upon assumptions which the Borrower believe to be reasonable. 91FOURTH LIMITED CONDITIONAL FORBEARANCE AGREEMENT --Page 10 502355849 v3 1205867.00001

Appears in 1 contract

Samples: Fourth Forbearance Agreement (Nobilis Health Corp.)

Approved Budget. (a) The use of proceeds of Loans and other extensions of credit by the Loan Parties under this Agreement and the other Loan Documents shall be limited solely in accordance with the Approved Budget which shall be in form and substance satisfactory to the Required Lenders; provided that, no proceeds of the Loans will be used in connection with (subject including without limitation, to variances permitted under this Section 5.14fund or prefund) and any executive retention plan without the terms hereof. The express written consent of the Required Lenders; provided further that, for the avoidance of doubt, the initial Approved Budget does not contemplate or include the funding or prefunding of any executive retention plan. The Approved Budget shall depictset forth, on a weekly basis, cash receiptsamong other things, expenses, and disbursements, net cash flows, inventory receipts, sales and costs of sales at stores being closed and proposed to be closed, Total Budgeted Cash Receipts, Total Budgeted Operating DisbursementsDisbursement Amounts, Total Non-Operating Disbursements, Professional Fees, the projected Borrowing Base, Availability and the other items set forth therein, Budgeted Restructuring Related Amounts for the first thirteen (13) -week period from commencing with the week that includes the Closing Date and ending with the week that includes December 31, 2022, and such initial Approved Budget shall be approved in writing by, and be in form and substance reasonably satisfactory to, the Administrative Agent in its Permitted Discretion Required Lenders (it being acknowledged and agreed that the initial Approved Budget attached hereto as Annex A to this Agreement is approved by and satisfactory to the Required Lenders and is and shall be the Approved Budget unless and until replaced in accordance with terms of this Section) and disclosed in writing to the Administrative Agent). The Approved Budget shall be updated, modified or supplemented by Borrower from time to time in writing transmitted to the Borrower Administrative Agent and the Lenders with the written consent of the Administrative Agent, and upon and/or at the request of the Required Lenders (with a copy of such written consent or request concurrently delivered to the Administrative Agent from time to timeAgent), but in any event the Approved Budget shall be updated by the Borrower not less than one time in each three four (34) consecutive week period, commencing with the first full week after the Closing Date, and each such updated, modified or supplemented budget shall be approved in writing (including by email) by, and shall be in form and substance satisfactory to, the Administrative Agent Required Lenders in its sole discretion their reasonable discretion, and no such updated, modified or supplemented budget shall be effective until so approved if Required Lenders (or the Specified Lender Advisors at the direction of the Required Lenders) object in writing within three days of receipt (with a copy of such objection concurrently delivered to the Administrative Agent) and once so approved if no written objection is received within three days of receipt, the updated, modified or supplemented budget shall be deemed an the newly Approved Budget; provided, however, that in the event the Administrative AgentRequired Lenders, on the one hand, and the Borrower, on the other hand, cannot agree as to an updated, modified or supplemented budget, then at all times thereafter such disagreement then current approved Budget shall give rise remain in effect unless and until a new Approved Budget is not objected to an Event of Default once the period covered by the prior Approved Budget has terminatedRequired Lenders. Each Approved Budget delivered to the Lenders and the Administrative Agent shall be accompanied by such supporting documentation as reasonably requested by the Administrative AgentRequired Lenders. Each Approved Budget shall be prepared in good faith based upon assumptions which the believed by Borrower believe to be reasonable. 91101

Appears in 1 contract

Samples: Senior Secured Term Loan Credit Agreement (Internap Corp)

Approved Budget. (a) The use of Loans and other extensions of credit by the Loan Parties under this Agreement and the other Loan Documents shall be limited in accordance with the Approved Budget (subject to variances permitted under this Section 5.14) and the terms hereof. The initial Approved Budget shall depict, on a weekly basis, cash receipts, expenses, and disbursements, net cash flows, inventory receipts, sales and costs of sales at stores being closed and proposed to be closed, Total Cash Receipts, Total Operating Disbursements, Total Non-Operating Disbursements, Professional Fees, the projected Borrowing Base, Availability and the other items set forth therein, for the first thirteen (13) week period from the Closing Date and such initial Approved Budget shall be approved by, by and in form and substance satisfactory to, to the Administrative Agent in its Permitted Discretion Required Lenders (which satisfaction of the Required Lenders may be communicated via an email from any of the Specified Lender Advisors); provided that it being is acknowledged and agreed by the parties hereto that the initial Initial Approved Budget attached hereto as Annex A is approved by and satisfactory to the Administrative Agent)Required Lenders and is and shall be the Approved Budget unless and until replaced in accordance with terms of this Section, and that with respect to any subsequent Approved Budget, such approval and satisfaction of the Required Lenders may be communicated via an email from any of the Specified Lender Advisors. The Approved Budget shall be updated, modified or supplemented by the Borrower from time to time in writing transmitted to the Administrative Agent and the Term Loan Lender Advisors with the written consent of the Administrative Agent, and upon and/or at the request of the Required Lenders (with a copy of such written consent or request concurrently delivered to the Administrative Agent Agent) (which consent may be communicated via an email from time to timeany of the Specified Lender Advisors) (any such proposed budget, the “Proposed Budget”), but in any event the Approved Budget shall be updated by the Borrower not less than one time in each three two (32) consecutive week period, commencing with the first full week after the Closing Date, and each such updated, modified or supplemented budget Proposed Budget shall be approved substantially in writing (including by email) bythe form of the Initial Approved Budget and otherwise satisfactory to the Required Lenders, and shall be in form and substance satisfactory to, the Administrative Agent in its sole discretion and no such updated, modified or supplemented budget Proposed Budget shall be effective until so approved unless acceptable to the Required Lenders (which acceptance may be communicated via an email from any of the Specified Lender Advisors); and once so approved upon delivery of such acceptance by the Required Lenders, such Proposed Budget shall be deemed an the newly approved Approved Budget; provided, however, that in the event the Administrative Agent, on the one hand, and the Borrower, on the other hand, cannot agree as to an updated, modified or supplemented budget, such disagreement shall give rise to an Event of Default once the period covered by the prior Approved Budget has terminated. Each Approved Budget delivered to the Administrative Agent shall be accompanied by such supporting documentation as reasonably requested by the Administrative Agent. Each Approved Budget shall be prepared in good faith based upon assumptions which the Borrower believe to be reasonable. 91.

Appears in 1 contract

Samples: Super Priority Credit Agreement (Basic Energy Services, Inc.)

Approved Budget. (a) The use of Loans and other extensions of credit Advances by the Loan Credit Parties under this Agreement and the other Loan Other Documents shall be limited in accordance with the Approved Budget (subject to variances permitted under this Section 5.14) and the terms hereofBudget. The initial Approved Budget (the “Initial Approved Budget”) shall depict, on a weekly basis, cash receiptsBudgeted Disbursement Amounts, expenses, and disbursements, net cash flows, inventory receipts, sales and costs of sales at stores being closed and proposed to be closed, Total Budgeted Cash Receipts, Total Operating Disbursements, Total Non-Operating Disbursements, Professional Fees, Budgeted Net Cash Flow and other information reasonably requested by the projected Borrowing Base, Availability and the other items set forth therein, Agent for the first thirteen eighteen (1318) week period from the Closing Date and such initial Initial Approved Budget shall be approved by, and in form and substance satisfactory to, the Administrative Agent in its Permitted Discretion (it being acknowledged and agreed that the initial Approved Budget attached hereto as Annex A is approved by and satisfactory to the Administrative Agent)Required Lenders in their sole discretion. The Initial Approved Budget shall be updated, modified or supplemented by the Borrower (with the written consent of the Administrative Agent, and upon and/or at the request of the Administrative Agent Agent) from time to time, but in any event the Approved Budget shall be updated by the Borrower not less than one time in on a weekly basis (with the delivery to Agent on or before 5:00 p.m. on Tuesday of each three (3) consecutive week periodcalendar week), commencing with the second Tuesday following the Closing Date, and each such updated, modified or supplemented budget shall be approved in writing (including by email) by, and shall be in form and substance satisfactory to, the Administrative Agent Required Lenders in its their sole and absolute discretion and no such updated, modified or supplemented budget shall be effective until so approved and once so approved shall be deemed an Approved BudgetBudget for the period contemplated therein; provided, however, that in the event the Administrative that Agent, on the one hand, and the BorrowerCredit Parties, on the other hand, cannot agree as to an updated, modified or supplemented budget, the Approved Budget most recently approved by the Required Lenders in their sole discretion in accordance with this clause (a) shall be the budget with which the Credit Parties shall comply for purposes of using Advances made hereunder and for purposes of Section 6.11(b) hereunder and provided further that such disagreement shall give rise to an Event of Default hereunder once the period covered by the prior most recent Approved Budget has terminated. Each Approved Budget delivered to the Administrative Agent shall be accompanied by such supporting documentation as reasonably requested by the Administrative Agent. Each Approved Budget shall be prepared in good faith based upon assumptions which the Borrower Credit Parties believe to be reasonable. 91.

Appears in 1 contract

Samples: Security Agreement (Emerge Energy Services LP)

AutoNDA by SimpleDocs

Approved Budget. (a) The use of Loans and other extensions Extensions of credit Credit by the Loan Parties under this Agreement and the other Loan Documents and the use of cash collateral shall be limited in accordance with the Approved Budget (subject to variances permitted under this Section 5.14the Permitted Variance) and the terms hereofSection 2.14. The initial Approved Budget shall depict, on a weekly and line item basis, (i) (A) projected cash receiptsreceipts (including from asset sales), (B) projected disbursements (including ordinary course operating expenses, bankruptcy-related expenses (including fees and disbursementsexpenses of the professionals and advisors of the Debtors and the Creditors’ Committee (as defined in the Interim Financing Order), net cash flowsand any other fees and expenses relating to the Loan Documents), (C) projected Net Cash Flow, and (D) projected inventory receiptsreceipts and levels, sales and costs of sales at stores being closed and proposed to be closed, Total Cash Receipts, Total Operating Disbursements, Total Non-Operating Disbursements, Professional Fees, (E) the projected Borrowing Base, Excess Availability (ii) a report listing the Stores subject to Specified Store Closing Sales and the other items set forth thereinremaining Stores, and (iii) such other information requested by the Agent for the first thirteen (13) week period from the Closing Date Effective Date, and such initial Approved Budget shall be approved by, and in form and substance satisfactory to, the Administrative Agent in its Permitted Discretion reasonable discretion (it being acknowledged and agreed that the initial Approved Budget attached hereto as Annex A is approved by and satisfactory to the Administrative AgentAgent in its reasonable discretion). The Approved Budget shall be updated, modified or supplemented by the Borrower Borrowers (x) with the written consent of the Administrative Agent, Agent in its reasonable discretion and (y) upon the request of Agent or the Administrative Collateral Agent from time to timetime (which request may, but without limitation, be made in connection with any event Specified Transaction or the Approved Budget shall be updated by commencement, or during the Borrower not less than one time in each three (3) consecutive week periodcontinuation, and each such updated, modified or supplemented budget shall be approved in writing (including by email) by, and shall be in form and substance satisfactory to, of the Administrative Agent in its sole discretion and no such updated, modified or supplemented budget shall be effective until so approved and once so approved shall be deemed an Approved BudgetSpecified Stores Closing Sales); provided, however, that in the event the Administrative Agent, on the one hand, Collateral Agent and the Borrower, on the other hand, Loan Parties cannot agree as to an updated, modified or supplemented budget, the then-current Approved Budget shall continue in effect, with weekly details for any periods after the 13-week period covered by the then-current Approved Budget to be derived in a manner satisfactory to the Agent and the Collateral Agent in their sole and absolute discretion based on the then-current Approved Budget (each such period so approved, an “Extended Budget Period”), and such disagreement shall give rise to an Event of Default once upon the later of (x) the end of the period covered by the prior then-current Approved Budget has terminatedand (y) the end of the then-current Extended Budget Period. Each Approved Budget delivered to the Administrative Agent and the Collateral Agent shall be accompanied by such supporting documentation as reasonably requested by the Administrative Agent or the Collateral Agent. Each Approved Budget shall be prepared in good faith faith, with due care and based upon assumptions which the Borrower Loan Parties believe to be reasonable. 91.

Appears in 1 contract

Samples: Borrowing Agreement (Sears Holdings Corp)

Approved Budget. (a) The All borrowings under the DIP Facility, and the use of Loans and other extensions of credit by the Loan Parties under this Agreement and the other Loan Documents Cash Collateral, shall be limited in accordance at all times comply with the Approved Budget (subject to variances permitted under this Section 5.14Permitted Variances) and the terms hereofDIP Loan Documents. The initial Debtors shall (a) provide copies of the reporting required under Section 8.01 of the DIP Credit Agreement as and when required under the DIP Credit Agreement (the “DIP Reporting”), including delivery of (1) an Approved Budget shall depict, certified by a financial officer of the DIP Borrower every seven weeks on a weekly basisThursday during the Chapter 11 Cases, cash receiptsbeginning on the Thursday of the seventh (7th) week anniversary of the Petition Date and (2) a Variance Report (as defined in the DIP Credit Agreement), expensescertified by a financial officer of the DIP Borrower every other Thursday during the Chapter 11 Cases, and disbursements, net cash flows, inventory receipts, sales and costs of sales at stores being closed and proposed to be closed, Total Cash Receipts, Total Operating Disbursements, Total Non-Operating Disbursements, Professional Fees, commencing the projected Borrowing Base, Availability and the other items set forth therein, for Thursday following the first thirteen (13) full calendar week period from after the Closing Date and (b) comply with all financial or other reporting, lender or advisor call, budget, variance reporting and testing requirements as set forth in the DIP Loan Documents. On or before __:__ _.m., prevailing Central Time, on the Thursday of each seventh (7th) calendar week anniversary of the Petition Date, the Debtors shall deliver to the DIP Agent (with a copy to the Prepetition Agents), as described in the DIP Loan Documents, updates to the Initial Budget (or the previously supplemented Approved Budget, as the case may be), covering the 13-week period that commences with the beginning of such initial Approved week in which the supplemental budget is delivered, consistent with the form and level of detail set forth in the Initial Budget shall be approved by, and otherwise in form and substance satisfactory toacceptable to the Required Lenders (as defined in the DIP Credit Agreement, the Administrative Agent “Required DIP Lenders”) in its Permitted Discretion their reasonable discretion (it being acknowledged and agreed that the initial Approved Budget attached hereto as Annex A is approved by and satisfactory to the Administrative Agent). The Approved Budget shall be updated, modified or supplemented by the Borrower with the written consent of the Administrative Agent, and upon the request of the Administrative Agent from time to time, but in any event the Approved Budget shall be updated by the Borrower not less than one time in each three (3) consecutive week period, and each such updatedsupplemental budget, modified or supplemented budget shall be approved in writing (including by email) byan “Updated Budget”), and shall be in form and substance satisfactory to, the Administrative Agent in its sole discretion and no such updated, modified or supplemented budget shall be effective until so approved and once so approved by the Required DIP Lenders in their reasonable discretion, such Updated Budget shall be deemed an constitute the then-approved “Approved Budget; providedprovided that unless and until the Required DIP Lenders approve such Updated Budget, however, that in the event the Administrative Agent, on the one hand, and the Borrower, on the other hand, cannot agree as to an updated, modified or supplemented budget, such disagreement shall give rise to an Event of Default once the period covered by the prior Approved Budget has terminated. Each Approved Budget delivered to the Administrative Agent shall be accompanied by such supporting documentation as reasonably requested by the Administrative Agent. Each then-current Approved Budget shall be prepared remain in good faith based upon assumptions effect, effective as of the beginning of the week in which the Borrower believe to be reasonable. 91it was delivered.

Appears in 1 contract

Samples: Restructuring Support Agreement (Sundance Energy Inc.)

Approved Budget. (a) The use of Loans and other extensions of credit by to the Loan Parties under this Agreement and the other Loan Documents and the use of Cash Collateral shall be limited in accordance with the Approved Budget (subject to variances permitted under this Section 5.14SECTION 5.16(b)) and the terms hereofSECTION 5.11. The initial Approved Budget shall depict, on a weekly and line item basis, (i) projected cash receipts, (ii) projected disbursements (including ordinary course operating expenses, bankruptcy-related expenses (including professional fees of the Loan Parties’ professionals and disbursementsadvisors), asset sales and any other fees and expenses relating to the Loan Documents), (iii) net cash flowsflow, (iv) projected inventory receiptsreceipts and levels, sales and costs of sales at stores being closed and proposed to be closed, Total Cash Receipts, Total Operating Disbursements, Total Non-Operating Disbursements, Professional Fees, the (v) projected Borrowing Base, Availability FILO Borrowing Base, ABL Term Borrowing Base, and Availability, (vi) total available liquidity, and (vii) professional fees and disbursements with respect to the other items set forth thereinLoan Parties’ professionals, in each case for the first thirteen (13) week period from the Closing Date Date, and such initial Approved Budget shall be approved by, and in form and substance reasonably satisfactory to, the Administrative Agent, the ABL Term Loan Agent and the Required Lenders in its Permitted Discretion their sole discretion (it being acknowledged and agreed that the initial Approved Budget attached hereto as Annex A Schedule 5.16 is approved by and reasonably satisfactory to the Administrative Agent, the ABL Term Loan Agent and the Required Lenders). The Approved Budget shall be updated, modified or supplemented by the Borrower with the written consent of the Administrative Agent, the ABL Term Loan Agent and the Lenders, and upon the joint request of the Administrative Agent and the ABL Term Loan Agent from time to timetime (which request may, without limitation, be made in connection with any Transaction or the commencement, or during the continuation, of the Specified Stores Closing Sale), but in any event the Approved Budget shall be updated by the Lead Borrower not less than one time in each three four (34) consecutive week period), and each such updated, modified or supplemented budget shall be approved in writing (including by email) by, and shall be in form and substance reasonably satisfactory to, the Administrative Agent, the ABL Term Loan Agent and the Required Lenders in its each of their sole discretion and no such updated, modified or supplemented budget shall be effective until so approved and once so approved shall be deemed an Approved Budget (it being agreed that to the extent such Person does not object in writing to such proposed updated Approved Budget within five (5) Business Days of receipt, such Person shall be deemed to have approved the updated Approved Budget); provided, however, that in the event the Administrative Agent, the ABL Term Loan Agent and the Lenders, on the one hand, and the BorrowerLoan Parties, on the other hand, cannot agree as to an updated, modified or supplemented budget, such disagreement shall give rise to an Event of Default once the period covered by the prior Approved Budget has terminated. Each Approved Budget delivered to the Administrative Agent and the ABL Term Loan Agent shall be accompanied by such customary supporting documentation as reasonably requested by the Administrative Agent or the ABL Term Loan Agent. Each Approved Budget shall be prepared in good faith based upon assumptions which the Borrower Loan Parties believe to be reasonable. 91reasonable at the time of delivery.

Appears in 1 contract

Samples: Pier 1 Imports Inc/De

Approved Budget. (a) The use of Loans and other extensions of credit by the Loan Parties under this Agreement and the other Loan Documents shall be limited in accordance with the Approved Budget (subject to variances permitted under this Section 5.14) and the terms hereofPermitted Variances). The initial Approved Budget shall depictset forth, on a weekly basis, cash receiptsfor the 13-week period covered thereby, expenses, and disbursements, net cash flows, inventory receipts, sales and costs of sales at stores being closed and proposed to be closed, Total the Budgeted Cash Receipts, Total Operating DisbursementsBudgeted Disbursement Amounts, Total Non-Operating Disbursements, Budgeted Liquidity and Budgeted Borrower Professional Fees, the projected Borrowing Base, Availability and the other items set forth therein, Fees for the first thirteen (13) -week period from commencing with the Closing week that includes the Effective Date and such initial Approved Budget shall be approved by, and in form and substance satisfactory to, the Administrative Agent in its Permitted Discretion (it being acknowledged and agreed that the initial Approved Budget attached hereto as Annex A is approved by and satisfactory to the Administrative Agent). The Approved Budget shall be updated, modified or supplemented by the Borrower with the written consent of the Administrative Agent, and upon the request of the Administrative Agent from time to time, but in any event the Approved Budget shall be updated by the Borrower not less than one time in each three (3) consecutive week period, and each such updated, modified or supplemented budget shall be approved in writing (including by email) by, and shall be in form and substance satisfactory to, the Administrative Agent Required Lenders (it being acknowledged and agreed that the form of Approved Budget set forth as Exhibit S hereto is approved by and satisfactory to such Lenders and is and shall be the Approved Budget (subject to the following proviso) unless and until replaced in its accordance with terms of this Section 5.21); provided, that, notwithstanding anything to the contrary, the Borrower shall provide an updated budget in form and substance acceptable to the Required Lenders two Business Days prior to any Withdrawal from the Loan Proceeds Account (such budget, the “Submitted Budget”), and, to the extent such Submitted Budget is not in form and substance satisfactory to the Required Lenders in their sole discretion and discretion, no such updated, modified or supplemented budget shall be effective until so approved if Required Lenders object in writing (which objection may be communicated by means of a Direction of the Required Lenders) within two days of receipt and once so approved if no written objection is received within two days of receipt, the Submitted Budget shall be deemed an Approved Budget; providedBudget unless and until replaced in accordance with the terms of this Section 5.21. The Approved Budget shall include a 13-week cash flow forecast, howeverwhich shall (i) include line-item reporting, that the nature and scope of which shall be satisfactory to the Required Lenders, (ii) otherwise be in the event the Administrative Agent, on the one handform and substance satisfactory to, and subject to the Borrowerapproval of, on the other handRequired Lenders (or, cannot agree with respect to the initial Approved Budget, all Lenders as of the Effective Date) (it being acknowledged and agreed that the form of the 13-week cash flow forecast provided by the Borrower to an updatedthe Lenders prior to the Effective Date shall be deemed satisfactory), modified or supplemented budget, such disagreement shall give rise to an Event of Default once and (iii) update the period covered by 13-week cash flow forecast from the prior Approved Budget has terminated. Each Approved Budget delivered to add additional weeks to the Administrative Agent shall be accompanied by such supporting documentation as reasonably requested by the Administrative Agent. Each Approved Budget shall be prepared forecast in good faith based upon assumptions which the Borrower believe order to be reasonable. 91present a 13-week forecast period.

Appears in 1 contract

Samples: Possession Credit Agreement (Cyxtera Technologies, Inc.)

Time is Money Join Law Insider Premium to draft better contracts faster.