Initial Approved Budget. Administrative Agent shall have received an initial cash flow budget for a period from the Closing Date to the Maturity Date (as in effect on the Closing Date) substantially in the form of Exhibit M attached hereto (the “Initial Approved Budget”) or otherwise in form and substance satisfactory to Administrative Agent.
Initial Approved Budget. The Agent and Lenders shall have received the initial 16- week cash flow budget, attached as Exhibit B to the Interim Order, setting forth, on a weekly and a line-item basis, in each case as required by the Interim Order (i) projected cash receipts, (ii) projected disbursements (including ordinary course operating expenses, bankruptcy-related expenses under the Chapter 11 Cases (including professional fees of the Borrower Parties with respect thereto), capital expenditures, asset sales, issuances of any letter of credit, including the fees relating thereto, and estimated fees and expenses of the Agent and Lenders (including fees and expenses of their legal counsel and financial advisors), estimated fees and expenses of the Pre- Petition Agent and Pre-Petition Lenders (including fees and expenses of their legal counsel and financial advisors), estimated fees and expenses of the members of any statutory committee and any professionals engaged by any such statutory committee) and any other fees and expenses relating to this Agreement or the other Loan Documents), (iii) the sum of unrestricted and available cash on hand, in each case for each week from the first day of the week in which the entry of the Interim Order occurs through the last day of the week that is 16 weeks thereafter, to be attached to the Interim Order which shall be in form and substance satisfactory to the Majority Lenders and
Initial Approved Budget. The Administrative Agent shall have received the initial 13-week cash flow forecast, depicting on a weekly and line-item basis (a) cash receipts, (b) expenses and disbursements (including, without limitation, ordinary course operating expenses, expenses related to the Chapter 11 Cases, capital expenditures, and fees and expenses of the Administrative Agent and any other fees and expenses relating to the DIP Facility) and (c) aggregate liquidity, in each case, for the first 13 weeks from the first day of the week in which the Closing Date occurs, to be attached to the Interim Order which shall be in form and substance satisfactory to the Administrative Agent in its sole discretion (the “Initial Approved Budget”).
Initial Approved Budget. The Lenders shall have received the Initial Approved Budget (as defined in the Interim Order), attached as Exhibit A to the Interim Order (the “Initial Approved Budget”).
Initial Approved Budget. Lender shall have received a cash forecast for Borrowers for the 13-week period commencing November 7, 2011, setting forth projected cash receipts and cash disbursements, to be in form, scope and substance acceptable to Lender (the “Initial Approved Budget”).
Initial Approved Budget. The Initial Approved Budget was prepared in good faith by the management of the Loan Parties, based on assumptions believed by the management of the Loan Parties to be reasonable at the time made and upon information believed by the management of the Loan Parties to have been accurate based upon the information available to the management of the Loan Parties at the time such Initial Approved Budget was furnished (it being understood and agreed that financial projections are not a guarantee of financial performance, actual results may differ from financial projections and such differences may be material and financial projections are subject to significant uncertainties and contingencies, many of which are beyond the control of the Loan Parties).
Initial Approved Budget. The Agent and Lenders shall have received the initial 13-week cash flow budget, attached as Schedule 3 hereto, setting forth, on a weekly and a line-item basis, (i) projected cash receipts, (ii) projected disbursements and the amount of outstanding Letters of Credit (including ordinary course operating expenses, bankruptcy-related expenses under the Chapter 11 Cases, capital expenditures, asset sales, issuances of any letter of credit, including the fees relating thereto, and estimated fees and expenses of the Agent and Lenders (including fees and expenses of their legal counsel and financial advisor), estimated fees and expenses of the Prior Agent and Prior Lenders (including fees and expenses of their legal counsel and financial advisor), estimated fees and expenses of the trustee under the 2009 Indenture (including fees and expenses of its legal counsel), estimated fees and expenses of the holders of the 2009 Senior Secured Debt representing a majority in aggregate principal amount of the 2009 Senior Secured Debt (including fees and expenses of their legal counsel and financial advisor) and any other fees and expenses relating to the Facilities), and (iii) the sum of Revolving Credit Availability plus unrestricted and available cash on hand (such sum, the “Aggregate Availability”) and (iv) the Outstanding amount of the Revolving Credit Loans (including, from and after the Roll-Up Effective Time, the outstanding principal balance of the Pre-Petition Revolving Credit Loans that are rolled-up as provided herein) (labeled as “Revolver Borrowed Balance” in the Approved Budget), in each case for each week from the first day of the week in which the Closing Date occurs through the last day of the week that is 13 weeks thereafter, to be attached to the Interim Order which shall be in form and substance satisfactory to the Agent and Majority Lenders (the “Initial Approved Budget”).
Initial Approved Budget. The Initial Approved Budget was delivered to the Administrative Agent on the Closing Date. As of the Closing Date, the Initial Approved Budget is based upon estimates and assumptions stated therein, which the Borrower believes to be reasonable in light of conditions and facts known to the Borrower as of the Closing Date and reflect the good faith estimates by the Borrower of the future consolidated financial performance of Holdings and the other information projected therein for the periods set forth therein; it being understood that such projections and estimates are not to be viewed as facts and are subject to significant contingencies, many of which are not within the control of the Borrower and/or any Subsidiary, and that projected or estimated results may differ from actual results, and such results may be material.
Initial Approved Budget. During the Ramp-Up Period, the parties shall operate in accordance with the budgeted costs and income items set forth in the interim budget set forth on Schedule 4.1 attached hereto (the “Interim Budget”), and subject to the reconciliations set forth in Section 4.5. During the Initial Contract Year, Penn Traffic and C&S shall operate in accordance with the budgeted costs and income items set forth on an initial budget to be mutually adopted on or prior to January 28, 2009 (the “Initial Approved Budget”), which Initial Approved Budget shall be consistent in form and substance with the P&L Statements and the designated line items of [*] and [*] contained therein. All future Approved Budgets (as such term is defined herein) will comport with the form of the Initial Approved Budget, and will include the same budget summary and categories of expenses and revenues, subject to modifications mutually agreed to by the parties. The Initial Approved Budget and each subsequent Approved Budget shall cover periods corresponding to Penn Traffic’s fiscal year, which ends on the Saturday nearest the end of January in each year. * Material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment under Rule 24b-2 of the Securities and Exchange Act of 1934, as amended.
Initial Approved Budget. Commencing promptly after the Effective Date, the Parties shall conduct meetings for the preparation of the Initial Approved Budget and the Service Specifications in accordance with Schedule 8 hereof. The Parties shall collaborate with the Consultant with respect to the preparation of the Initial Approved Budget and the Service Specifications and the Parties shall make best efforts to complete them not later than thirty (30) days prior to the commencement of the First Contract Year. In the event ------------------------------ * Material omitted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act 1934, as amended. that any of the Initial Approved Budget and/or the Service Specifications have not been agreed upon by the Parties at least thirty (30) days prior to the first day of the First Contract Year, any such dispute shall be resolved in accordance with the dispute resolutions provisions set forth in Schedule 12 of this Agreement. The Initial Approved Budget shall be the Approved Budget for the First Contract Year. The Parties agree that the Initial Approved Budget and each subsequent Approved Budget shall cover periods corresponding to C&S's fiscal year, which is a 52-week period (or 53-week period every five to six years) that runs through the last Saturday in September. The Parties will make any prorations necessary to account for the Ramp-Up Period or any 53-week Contract Year. The schedule of Contract Years for the Term is set forth on Exhibit 1.5 attached hereto. SCHEDULE 2 WAREHOUSING SERVICES --------------------
