Common use of Budget Update Clause in Contracts

Budget Update. No later than the third Business Day after the end of (x) every four calendar weeks in the case of clause (a) below (beginning with the four-week period ending on January 29, 2016) or (y) every calendar week in the case of clause (b) below, in each case, after the Closing Date (beginning with the week ending January 8, 2016), the Borrower will provide to the Administrative Agent and the Lenders: (a) a new thirteen (13)-week weekly budget, in form and substance substantially similar to the Initial Budget and containing information reasonably requested by the Majority Backstop Lenders (such budget, together with the Initial Budget, the “Budget”) (provided that the Majority Backstop Lenders, in their reasonable discretion, shall have the right to dispute any such updates by providing the Borrower notice thereof within five Business Days after the delivery by the Borrower of any such update; provided further that (i) to the extent the Majority Backstop Lenders do not provide such dispute notice within such five Business Day period, such update shall be deemed approved and consented to by the Backstop Lenders and shall be deemed to constitute the Budget upon the expiration of such five Business Day period and (ii) to the extent the Majority Backstop Lenders do provide such dispute notice within such five Business Day period, the then-existing Budget shall continue to constitute the applicable Budget until such time as an update is agreed to among the Borrower and the Majority Backstop Lenders); and (b) a variance report (the “Variance Report”), in form and substance reasonably satisfactory to the Majority Backstop Lenders, detailing the following: (i) the aggregate Receipts of the Borrower and its Subsidiaries during the four-week period ending on the Testing Date (the “Testing Period”) and the aggregate Operating Disbursements and other disbursements, in each case made by the Borrower and its Subsidiaries during such Testing Period; and (ii) any variance (whether plus or minus and expressed as a percentage) (a) between the aggregate Receipts of the Borrower and its Subsidiaries during such Testing Period against the aggregate Receipts set forth in the Budget for such Testing Period and (b) between the aggregate Operating Disbursements made during such Testing Period by the Borrower and its Subsidiaries against the aggregate Operating Disbursements set forth in the Budget for such Testing Period. (c) For purposes herein, “Testing Date” shall mean the last Business Day of every week occurring after the Closing Date, which initial Testing Date shall be on January 29, 2016.

Budget Update. No later than (i) On September 5, 2019 and on each fourth Thursday thereafter the third Business Day after the end of (x) every four calendar weeks in the case of clause (a) below (beginning with the four-week period ending on January 29, 2016) or (y) every calendar week in the case of clause (b) below, in each case, after the Closing Date (beginning with the week ending January 8, 2016), the Borrower Company will provide to the Administrative Agent and the Lenders: (a) a new thirteen (13)-week weekly budget, thirteen-week budget covering the thirteen-week period commencing on the immediately preceding Monday and otherwise in form and substance substantially similar to the Initial Budget and containing information reasonably requested by the Majority Backstop Lenders (such budget, together with the Initial Budget, the “Budget”) (); provided that the Majority Backstop Lenders, in their reasonable sole discretion, or the Financial Advisor, in its sole discretion, shall have the right to approve or dispute any such updates or amendments contained in any budget delivered pursuant to this clause (i) by providing the Borrower notice thereof within five four (4) Business Days after the delivery by the Borrower of any such updateupdates or amendments; provided further that provided, further, that, (ix) to the extent the Majority Backstop Lenders do not provide or the Financial Advisor provides such dispute notice approval within such five period of four (4) Business Day periodDays, the updates or amendments contained in any such update budget shall be deemed approved and consented to by the Backstop Lenders and shall be deemed to constitute the Budget upon the expiration of such five period of four (4) Business Day period Days, and (iiy) to the extent the Majority Backstop Lenders do or the Financial Advisor does not provide such dispute approval notice within such five period of four (4) Business Day periodDays, then the then-existing Budget in effect prior thereto, without giving effect to such updates or amendments, shall continue to constitute the applicable Budget until such time as an update is otherwise agreed to among the Borrower and the Majority Backstop Lenders); andLenders or the Financial Advisor; (bii) Concurrently with the delivery of the new thirteen-week budget pursuant to clause (i) above, the Company will provide to the Administrative Agent a variance report (the “Variance Report”), ) in form and substance reasonably satisfactory to the Majority Backstop Lenders, detailing the following: (iA) the aggregate Receipts Operating Disbursements and other disbursements of the Borrower Loan Parties and its their Subsidiaries during the four-four week period ending on the Testing Date (in the case of the first Variance Report, for the period from August 5, 2019 through September 1, 2019) (the “Testing Period”) and the aggregate Operating Disbursements and other disbursements, in each case made by the Borrower and its Subsidiaries during such Testing Period); and (iiB) any variance (whether plus or minus and expressed as a percentage) (a) between the aggregate Receipts of the Borrower and its Subsidiaries during such Testing Period against the aggregate Receipts set forth in the Budget for such Testing Period and (b) between the aggregate Operating Disbursements made during such Testing Period by the Borrower Loan Parties and its their Subsidiaries against the aggregate Operating Disbursements set forth in the Budget for such Testing Period. (c) For purposes herein, “Testing Date” shall mean the last Business Day of every week occurring after the Closing Date, which initial Testing Date shall be on January 29, 2016.

Budget Update. (a) No later than the third fifth Business Day after the end of (x) every four calendar weeks in the case of clause (a) below (beginning with the four-week period ending on January 29, 2016) or (y) every calendar week in the case of clause (b) below, in each case, month after the Closing Interim Facility Effective Date (beginning with the week ending January 8commencing on June 7, 2016), the Borrower Company will provide to the Administrative Agent and the Lenders: (a) a new thirteen (13)-week weekly budget, budget covering the 13-week period commencing on the first day of such month and otherwise in form and substance substantially similar to the Initial Budget and containing information reasonably requested by the Administrative Agent or the Majority Backstop Lenders (such budget, together with the Initial Budget, the “Budget”) (provided that the Administrative Agent and the Majority Backstop Lenders, in their reasonable discretion, Lenders shall have the right to dispute any such updates by providing the Borrower Company notice thereof within five Business Days after the delivery by the Borrower Company of any such update; provided further that (i) to the extent the Administrative Agent or the Majority Backstop Lenders do not provide such dispute notice within such five Business Day period, such update shall be deemed approved and consented to by the Backstop Administrative Agent and the Lenders and shall be deemed to constitute the Budget upon the expiration of such five Business Day period and (ii) to the extent the Administrative Agent or the Majority Backstop Lenders do provide such dispute notice within such five Business Day period, the then-existing Budget shall continue to constitute the applicable Budget until such time as an update is agreed to among the Borrower Company, the Administrative Agent and the Majority Backstop Lenders); and (b) No later than the tenth calendar day (or the first Business Day thereafter if such tenth calendar day is not a Business Day) after the end of every calendar month after the Interim Facility Effective Date (commencing on June 10, 2016), the Company will provide to the Administrative Agent a variance report (the “Variance Report”), in form and substance reasonably satisfactory to the Administrative Agent and the Majority Backstop Lenders, detailing the following: (i) the aggregate Receipts Operating Disbursements and other disbursements of the Borrower Loan Parties and its their Subsidiaries during the four-week period such month ending on the Testing Date (or in the case of the first Variance Report, for the period from the Petition Date through May 31, 2016) (the “Testing Period”) and the aggregate Operating Disbursements and other disbursements, in each case made by the Borrower and its Subsidiaries during such Testing Period); and (ii) any variance (whether plus or minus and expressed as a percentage) (a) between the aggregate Receipts of the Borrower and its Subsidiaries during such Testing Period against the aggregate Receipts set forth in the Budget for such Testing Period and (b) between the aggregate Operating Disbursements made during such Testing Period by the Borrower Loan Parties and its their Subsidiaries against the aggregate Operating Disbursements set forth in the Budget for such Testing Period. (c) For purposes herein, “Testing Date” shall mean the last Business Day of every week occurring after the Closing Date, which initial Testing Date shall be on January 29, 2016.