Performance Within Budget. At all times following the Closing Date, strictly perform in accordance with the Approved Budget, including having made all scheduled payments to the “Lenders” (as defined in the Pre-Petition Credit Agreement) and Lenders, as applicable, as and when required, subject to the following (the “Permitted Variance”): (a) the Borrowers’ actual total cash receipts shall not be less than 90% of the projected total cash receipts set forth in the Approved Budget, and (b) the Borrowers’ actual total disbursements (other than fees and expenses paid to the Agent and Lenders, which shall not be subject to the limitations in this clause (b)) shall not be greater than 110% of the projected total disbursements set forth in the Approved Budget on an aggregate basis (other than with respect to professional fees and expenses, which shall be tested on an aggregate basis solely with respect to such Line Item); provided, however, to the extent any amounts owed to professionals and vendors are permitted to be paid in accordance with the foregoing covenant but are not actually paid during the subject period, such amounts may be paid during a subsequent period. Each of the foregoing covenants shall be tested for the applicable period ending as of each Saturday (such testing commencing for the three (3) full week period after the Petition Date) on a cumulative basis from the Petition Date until the period ending on the six (6) full week period after the Petition Date and thereafter on a rolling six (6) week basis, pursuant to the Approved Budget Variance Report delivered by the Lead Borrower to the Agent in accordance with Section 6.01(e).
Performance Within Budget. At all times following the Fifth Amendment Effective Date, each Loan Party will, and will cause each of its Subsidiaries to, strictly perform in accordance with the Budget (subject to Permitted Variances (as defined below)), including having made all scheduled payments to the Credit Parties as applicable as and when required. Furthermore, the Loan Parties agree that, absent the prior written consent of the Agents (which may be withheld in the Agents’ sole discretion and, if given, may be by e-mail), the Borrower’s (a) aggregate Cash Receipts on a cumulative basis shall not be less than 95% of the projected amounts set forth in the Budget with respect thereto and (b) Total Disbursements on a cumulative basis shall not exceed in the aggregate 105% of the projected amounts set forth in the Budget with respect thereto (the “Permitted Variances”), although in each case the variances under the Variance Report in accordance with Section 5.01(m) shall be reported on a line-item (and not an aggregate) basis and tested on an aggregate basis. The foregoing shall be reported on Wednesday of each week on a cumulative basis commencing with the first such day to occur after the second full calendar week following the Fifth Amendment Effective Date, and thereafter on a weekly and a cumulative basis (each of the foregoing periods, a “Testing Period”) 111
Performance Within Budget. No expenditure shall be made in excess of a budgeted line item therefor on the Approved Annual Budget. All expenses must be charged to the proper account on the Approved Annual Budget and no expense may be classified or reclassified for the purpose of avoiding an excess in the annual budgeted amount of a line item in the Approved Annual Budget.
Performance Within Budget. Property Manager shall use diligence and employ all reasonable efforts to ensure that the actual costs of maintaining and operating the Property shall not exceed the Approved Budget either in total or in any accounting category, except for emergency expenditures that are necessary to protect the safety of occupants of the Property or the physical security of the Property and that were not reasonably foreseeable and for contractual obligations beyond the reasonable control of Owner or Property Manager, in which case Property Manager shall promptly notify Owner in writing of any such divergence from the Approved Budget. All expenses must be charged to the proper account on the Approved Budget and no expense may be classified or reclassified for the purpose of avoiding excess in the annual budgeted amount of an accounting category. During each calendar year Property Manager shall inform Owner of any major increases in costs and expenses that were not reflected in the Approved Budget. Property Manager shall secure Owner’s prior approval for any expenditure that is within Property Manager’s reasonable control and that will result in an excess of $25,000 individually or $75,000 in the aggregate over the Approved Budget. Property Manager is authorized to make expenditures or incur obligations which exceed the approved budgeted amount, provided that Property Manager shall not expend more than the amount Property Manager in good faith believes to be the fair and reasonable market value at the time and place of delivery or performance for any goods purchased or leases or services provided to Owner or otherwise in connection with the Property.
Performance Within Budget. (a) The Loan Parties will use the proceeds of the Loans solely to make disbursements and pay expenses in accordance with Section 4.34 and this Section 5.14. The Debtors and the CCAA Debtors shall not pay any expenses (other than de minimis amounts) or other disbursements (other than de minimis disbursements) other than the type of expenses and disbursements set forth in the Budget.
Performance Within Budget. The Borrower shall strictly perform in accordance with the Budget subject to the following: (a) (i) the Borrowers’ actual sales and cash receipts shall not be less than 90% of the projected amounts set forth in the Budget on a cumulative basis; and (ii) the Borrowers’ actual expenses and cash expenditures shall not be greater then 110% of the projected amounts set forth in the Budget on a cumulative basis, all of the foregoing measured on a weekly basis; and (b) the Borrowers’ actual inventory levels shall not be less than 90% and not greater than 110% of the projected amounts set forth in the Budget on a cumulative basis, as measured on a monthly basis at the end of each fiscal month of the Borrower; provided that for the first 21 days after the Petition Date only, the reference to 90% shall rather be 85%. The foregoing shall be tested each week or month, as applicable, pursuant to the Variance Report delivered by the Borrower to the Agent on Wednesday of each week for the immediately preceding week with respect to clause (a) above, and on the fifth day of each fiscal month of the Borrower for the immediately preceding fiscal month with respect to clause (b) above.
