Material Adverse Deviation

Material Adverse Deviation. Material Adverse Deviation": as of any period, a negative deviation (downward, in the case of collections, and upward, in the case of disbursements) of more than (i) 15% in the case of any single line item set forth in the Initial Budget for the applicable period or (ii) 10% in the aggregate with respect to all items set forth in the Initial budget for the applicable period, in each case, calculated for the period from the Second Amendment Effective Date to and including the Final Maturity... Date, on a weekly basis; provided, that, in the case of clause (i) and (ii) above, no amounts shall be included in the calculation of the deviation for (x) any portion of the Budget Carryover Amount that constitutes a disbursement or payments during such period, and (y) disbursements that constitute the professional fees of the Lenders; provided, further, that (A) in the case of disbursements, the deviation in disbursements from the Initial Budget for any weekly period shall be calculated as a percentage of, and by reference to, the disbursements set forth in the Initial Budget for such period, without giving effect to any Budget Carryover Amount permitted to be used for such period and (B) in the case of collections, the Budget Carryover Amount shall be added to the actual collections in any given period to determine whether there has been a Material Adverse Deviation in collections for such period. For the avoidance of doubt the first proviso and the second proviso of the foregoing definition shall be read together. View More