Budget Variance Covenant. (a) Commencing with the delivery of the Budget Variance Report for the Budget Variance Test Period ending on June 18, 2023, and as of each subsequent Budget Variance Test Period, the Company and the Guarantors shall not permit:
Budget Variance Covenant. (a) Commencing with the first full calendar week of the Cases, for each Variance Testing Period, neither the Borrower nor any Subsidiary will permit the aggregate actual operating disbursements of the Credit Parties to be more than 115% of the projected amounts therefor set forth in the Approved Budget (such variance, the “Permitted Disbursements Variance”).
Budget Variance Covenant. Commencing with the delivery of the Budget Variance Report for the Test Period ending on July 16, 2022 (i.e., the Budget Variance Report delivered on July 21, 2022), and as of each subsequent Budget Variance Test Date, for the most recently ended Test Period, permit:
Budget Variance Covenant. With respect to any Variance, the Debtors shall not permit (in each case tested on the date on which the Borrower delivers a Variance Report pursuant to Section 5.17) expenses to vary from the applicable Budget by more than twenty percent (20%) in excess of the budgeted amount for cash disbursements on a cumulative rolling 4 week basis, provided that to the extent the actual cash receipts in any such period exceed the amounts for such period in the applicable Budget, or if the cash disbursements in any such period are less than the amounts for such period in the applicable Budget, then the Budget Variance for such receipts or disbursements, as applicable, for the next succeeding period shall be increased by an amount equal to such difference (and shall continue to roll over into successive periods to the extent such additional budgeted capacity is unused by the Debtors). In the event that actual amounts for total cash receipts and cash disbursements from operations line items and/or professional fees are in excess of the Budget, the parties hereto agree to negotiate in good faith to discuss any modification to the Budget and Budget Variances, it being understood and agreed that Lenders shall have no obligation to fund any amounts in excess of the Budget and Budget Variances, and it being further agreed that any amounts for professional fees in excess of the Budget shall not be paid by the Borrower until all amounts owing to the Agents and the Lenders hereunder are paid in full. The permitted variances set forth above shall be referred to herein as the “Budget Variances”.
Budget Variance Covenant. On each Budget Variance Test Date (commencing with the delivery of the Budget Variance Report for the Budget Variance Test Period ending on April 12, 2024), the Company shall not permit net cash flow for such Budget Variance Test Period (excluding the effects of (i) proceeds of non-ordinary course asset sales unless approved by the Required DIP Creditors, (ii) shortfalls in receipts as a result of an MGT plant shutdown or termination of the MGT Contract, (iii) a loss of access to funding related to the flow of receipts from EWH JV to the Debtors and (iv) subject to the proviso below, professional fee disbursements) to have a shortfall with an absolute value of more than the greater of $2,000,000 and 15.0% of the forecasted net cash flow for such Budget Variance Test Period in the applicable Approved Budget.; provided that (i) in the event the Ad Hoc Group or the Ad Hoc Group Advisors has filed a notice on the Bankruptcy Court docket in the Chapter 11 Cases indicating an objection to proposed or requested Company Retained Professionals Disbursements with respect to any advisor or professional of any of the Debtors, the Company Retained Professionals Disbursements with respect to such advisor or professional shall be included in such calculation and variance test, unless and until such time as the objection has been withdrawn by or on behalf of the Ad Hoc Group or is otherwise resolved, or the fees and expenses subject to such objection have, notwithstanding such objection, been approved pursuant to an order issued by the Bankruptcy Court and (ii) if and to the extent any Company Retained Professionals Disbursements are included in the variance calculation pursuant to this proviso with respect to any advisor or professional, any favorable variances with respect to the Company Retained Professionals Disbursements applicable or attributable to such advisor or professional from all periods prior to the applicable Budget Variance Test Period (calculated on a cumulative, basis) may be carried forward into such applicable Budget Variance Test Period.
Budget Variance Covenant. Commencing with the delivery of the Budget Variance Report for the Test Period ending on October 20, 2023 (i.e., the Budget Variance Report delivered on October 27, 2023), and as of each subsequent Budget Variance Test Date, for the most recently ended Test Period, permit actual disbursements for such Test Period (excluding professional fees and expenses, including, for the avoidance of doubt, all such fees and expenses paid pursuant to the DIP Orders) to be more than 120% of the forecasted actual disbursements for such Test Period in the applicable Approved Budget) (with any negative variances carried forward to the succeeding week until such Approved Budget is updated). To the extent that any Test Period encompasses a period that is covered in more than one Approved Budget, the applicable weeks from each applicable Approved Budget shall be utilized in making the calculations pursuant to this Section 6.13. For the avoidance of doubt, all fees, charges, and expenses incurred in connection with obtaining or maintaining credit ratings are deemed to be permitted in accordance with the Approved Budget (regardless of whether provided for therein) for all purposes.
Budget Variance Covenant. The Borrower will not permit with respect to each Budget Cumulative Test Period as of the last day thereof, beginning with the Budget Cumulative Test Period ending on the Friday prior to the third Wednesday after the Closing Date, (i) the negative variance (as compared to the Approved Super Senior Budget) of the aggregate receipts of the Credit Parties to exceed (x) for the Budget Cumulative Test Period ending on the Friday prior to the third Wednesday after the Closing Date 10.0%, (y) for the Budget Cumulative Test Period ending on the Friday prior to the fourth Wednesday after the Closing Date, 7.5% and (z) for any Budget Cumulative Test Period ending thereafter, 5.0% and (ii) the positive variance (as compared to the Approved Super Senior Budget) of the aggregate operating disbursements (excluding professional fees and expenses) made by the Credit Parties to exceed (x) for the Budget Cumulative Test Period ending on the Friday prior to the third Wednesday after the Closing Date and for the Budget Cumulative Test Period ending on the Friday prior to the fourth Wednesday after the Closing Date, $1,500,000 and (y) for any Budget Cumulative Test Period ending thereafter, $2,000,000.
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Budget Variance Covenant. With respect to any Variance Testing Period, the Debtors shall not permit (in each case tested on the date on which the Borrower delivers a Variance Report pursuant to Section 5.17(c)):
Budget Variance Covenant. As of the end of every two week period commencing on April 29, 2019 (i) the sum of the Debtors’ actual cash receipts during the applicable Test Period (as defined below) shall not be less than 85% of the projected “cash receipts” for such Test Period as set forth in the DIP Budget and (ii) the sum of the Debtors’ actual operating cash disbursements during such Test Period shall not exceed 115% of the projected “operating cash disbursements” (which shall in each case include capital expenditures) for such Test Period as set forth in the DIP Budget. “Test Period” shall mean, with respect to actual cash receipts and operating cash disbursements, (x) initially, the two-week period commencing on April 29, 2019 and ending on May 10, 2019 and (y) thereafter, each rolling four-week period.1
