Common use of Guarantor Covenants Clause in Contracts

Guarantor Covenants. (a) Within ninety (90) days after the end of Guarantor’s fiscal years, the entities then comprising Guarantor shall deliver to Landlord a copy of their (consolidated) Financial Statements, prepared in accordance with GAAP, consistently applied, and certified by an officer of Guarantor and reported on by a “Big Four” certified public accounting firm or other certified public accounting firm approved by Landlord, which approval will not be unreasonably withheld. Together with Guarantor's Financial Statements furnished in accordance with the preceding sentence, Guarantor shall deliver (a) an Officer's Certificate of Guarantor stating that Guarantor is not in default in the performance or observance of any of the terms of this Guaranty, or if Guarantor is in default, specifying all such defaults, the nature thereof, and the steps being taken to remedy the same, and (b) a report with respect to the financial statements from Guarantor's accountants, which report shall be unqualified as to going concern and scope of audit of Guarantor and its subsidiaries and shall provide in substance that (i) such consolidated financial statements present fairly the consolidated financial position of Guarantor and its subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP, and (ii) that the examination by Guarantor's accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards. (b) The entities that comprise Guarantor shall collectively maintain, without duplication, a Net Worth (as defined below) as follows: (i) as of March 31, 2015 and June 30, 2015, no less than the greater of (A) One Hundred Million Dollars ($100,000,000) and (B) 75% of the combined Net Worth of Guarantor as of February 2, 2015 (the “Closing Date TNW”). In no event shall the Closing Date TNW be less than One Hundred Million Dollars ($100,000,000); (ii) as of the last day of each fiscal quarter thereafter, commencing September 30, 2015 and ending on the last day of the last fiscal quarter of 2015 but including December 31, 2015, no less than the Net Worth required as of the last day of the prior fiscal quarter plus the TNW Increment (as defined below); and (iii) from and after January 1, 2016, no minimum Net Worth shall be required to be maintained.

Guarantor Covenants. (a) Within ninety (90) days after the end of Guarantor’s fiscal years, the entities then comprising Guarantor shall deliver to Landlord a copy of their (consolidated) Financial Statements, prepared in accordance with GAAP, consistently applied, and certified by an officer of Guarantor and reported on by a “Big Four” certified public accounting firm or other certified public accounting firm approved by Landlord, which approval will not be unreasonably withheld. Together with Guarantor's Financial Statements furnished in accordance with the preceding sentence, Guarantor shall deliver (a) an Officer's Certificate of Guarantor stating that Guarantor is not in default in the performance or observance of any of the terms of this Guaranty, or if Guarantor is in default, specifying all such defaults, the nature thereof, and the steps being taken to remedy the same, and (b) a report with respect to the financial statements from Guarantor's accountants, which report shall be unqualified as to going concern and scope of audit of Guarantor and its subsidiaries and shall provide in substance that (i) such consolidated financial statements present fairly the consolidated financial position of Guarantor and its subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP, and (ii) that the examination by Guarantor's accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards. (b) The entities that comprise Guarantor shall collectively maintain, without duplication, a Net Worth (as defined below) as follows: (i) as of March 31, 2015 and June 30, 2015, no less than the greater of (A) One Hundred Million Dollars ($100,000,000) and (B) 75% of the combined Net Worth of Guarantor as of February 2, 2015 the Effective Date (the “Closing Date TNW”). In no event shall the Closing Date TNW be less than One Hundred Million Dollars ($100,000,000); (ii) as of the last day of each fiscal quarter thereafter, commencing September 30, 2015 and ending on the last day of the last fiscal quarter of 2015 but including December 31, 2015, no less than the Net Worth required as of the last day of the prior fiscal quarter plus the TNW Increment (as defined below); and (iii) from and after January 1, 2016, no minimum increasing until the required Net Worth shall be required to be maintained.of Guarantor equals Three Hundred Million Dollars ($300,000,000);

Guarantor Covenants. (a) Within ninety (90) days after the end of Guarantor will at all times maintain a net worth in an amount not less than $144,700,000, which is shown as Guarantor’s fiscal yearsnet worth on Guarantor’s financial statement dated as of December 31, the entities then comprising Guarantor shall deliver to Landlord 2006, a copy of their which is attached as Annex A hereto (consolidated) Financial Statements, prepared in accordance with GAAP, consistently applied, and certified by an officer of Guarantor and reported on by a the “Big Four” certified public accounting firm or other certified public accounting firm approved by Landlord, which approval will not be unreasonably withheld. Together with Guarantor's Financial Statements furnished in accordance with the preceding sentence, Guarantor shall deliver (a) an Officer's Certificate of Guarantor stating that Guarantor is not in default in the performance or observance of any of the terms of this Guaranty, or if Guarantor is in default, specifying all such defaults, the nature thereof, and the steps being taken to remedy the same, and (b) a report with respect to the financial statements from Guarantor's accountants, which report shall be unqualified as to going concern and scope of audit of Guarantor and its subsidiaries and shall provide in substance that (i) such consolidated financial statements present fairly the consolidated financial position of Guarantor and its subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP, and (ii) that the examination by Guarantor's accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standardsAgreed Net Worth Amount”). (b) The entities Guarantor shall, on a monthly basis, not later than forty five (45) days following the end of each calendar month from and after the date hereof, deliver to Party A, in form and detail reasonably satisfactory to Party A, financial statements of and prepared by Guarantor, including a balance sheet and a statement of income and cash flow, together with a certificate signed by the natural person who is a financial officer or managing member of Guarantor, certifying that comprise Guarantor shall collectively maintain, without duplication, a Net Worth (as defined below) as follows: such financial officer or managing member has reviewed such financial statements and that such financial statements (i) as of March 31, 2015 are true and June 30, 2015, no less than correct and fairly present in all material respects the greater of (A) One Hundred Million Dollars ($100,000,000) and (B) 75% of the combined Net Worth financial condition of Guarantor as of February 2, 2015 (the “Closing Date TNW”). In no event shall the Closing Date TNW be less than One Hundred Million Dollars ($100,000,000); date thereof and (ii) have been prepared in accordance with GAAP as properly applied. (c) In the event either (i) Guarantor shall fail to deliver the financial statements and certificate described in Section 4.1(b) above by the date required in said Section 4.1(b) or (ii) any financial statement and certificate delivered pursuant to Section 4.1(b) above shall fail to show that Guarantor’s net worth continues to meet, or exceed, the Agreed Net Worth Amount, Guarantor shall, not later than fifteen (15) days following the deadline for the delivery of the last day financial statements and certificate described in Section 4.1(b) above, cure such failure or deliver to Party A the Acceptable Cure Collateral. The Acceptable Cure Collateral shall be in an amount equal to the shortfall between the net worth of each fiscal quarter thereafter, commencing September 30, 2015 and ending Guarantor reflected on the last day financial statement delivered by Guarantor to Party A in such calendar month and the Agreed Net Worth Amount, and the amount of the last fiscal quarter Acceptable Cure Collateral delivered to Party A shall be increased or decreased each calendar month to reflect any variance between the net worth of 2015 but including December 31, 2015, no less than Guarantor reflected on the current month’s financial statement and the Agreed Net Worth required Amount. Any Acceptable Cure Collateral delivered to Party A consisting of cash shall be deposited into an account designated by Party A as security for the payment of the last day of the prior fiscal quarter plus the TNW Increment (as defined below); and (iii) from and after January 1, 2016, no minimum Net Worth shall be required to be maintainedGuaranteed Obligations.

Guarantor Covenants. (a) Within ninety (90) days after the end of Guarantor’s 's fiscal years, the entities then comprising Guarantor shall deliver to Landlord a copy of their its (consolidated) Financial Statements, prepared in accordance with GAAP, consistently applied, and certified by an officer of Guarantor and reported on by a “"Big Four” " certified public accounting firm or other certified public accounting firm approved by Landlord, which approval will not be unreasonably withheld. Together with Guarantor's Financial Statements Statement furnished in accordance with the preceding sentence, Guarantor shall deliver (a) an Officer's Certificate of Guarantor stating that Guarantor is not in default in the performance or observance of any of the terms of this Guaranty, or if Guarantor is in default, specifying all such defaults, the nature thereof, and the steps being taken to remedy the same, and (b) a report with respect to the financial statements from Guarantor's accountants, which report shall be unqualified as to going concern and scope of audit of Guarantor and its subsidiaries and shall provide in substance that (i) such consolidated financial statements present fairly the consolidated financial position of Guarantor and its subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP, and (ii) that the examination by Guarantor's accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards. (b) The entities that comprise Guarantor shall collectively maintain, without duplicationat each fiscal quarter end, a Net Worth (as defined below) as follows: (i) as for the period commencing on the date hereof and ending December 31, 2012, of no less than $60,000,000. (ii) for the period commencing January 1, 2013 and ending June 30, 2013, of no less than $80,000,000; (iii) for the period commencing July 1, 2013 and ending September 30, 2013, of no less than $100,000,000; (iv) for the period commencing October 1, 2013 and ending June 30, 2014, of no less than $125,000,000; (v) for the period commencing July 1, 2014 and ending September 30, 2014, of no less than $175,000,000; (vi) for the period commencing October 1, 2014 and ending March 31, 2015, of no less than $200,000,000; (vii) for the period commencing April 1, 2015 and ending June 30, 2015, of no less than the greater of (A) One Hundred Million Dollars ($100,000,000) and (B) 75% of the combined Net Worth of Guarantor as of February 2, 2015 (the “Closing Date TNW”). In no event shall the Closing Date TNW be less than One Hundred Million Dollars ($100,000,000)225,000,000; (iiviii) as of for the last day of each fiscal quarter thereafter, period commencing September 30July 1, 2015 and ending on the last day of the last fiscal quarter of 2015 but including December 31September 30, 2015, of no less than the Net Worth required as of the last day of the prior fiscal quarter plus the TNW Increment (as defined below)$250,000,000; and (iiiix) from and after January 1for the remainder of the term of the Master Lease, 2016, of no minimum Net Worth shall be required to be maintainedless than $300,000,000.

Guarantor Covenants. Borrower shall cause Guarantor to comply with the following covenants (it being acknowledged by Lender and Borrower that certain capitalized terms used below apply collectively to both Guarantor and its Subsidiaries pursuant to the meanings given them in either this Agreement or the Guarantor Credit Agreement, as applicable): (a) Within ninety (90) days after the end of Guarantor’s fiscal years, the entities then comprising Guarantor The Total Adjusted Leverage Ratio shall deliver to Landlord a copy of their (consolidated) Financial Statements, prepared in accordance with GAAP, consistently applied, and certified by an officer of Guarantor and reported on by a “Big Four” certified public accounting firm or other certified public accounting firm approved by Landlord, which approval will not be unreasonably withheld. Together with Guarantor's Financial Statements furnished in accordance with the preceding sentence, Guarantor shall deliver (a) an Officer's Certificate of Guarantor stating that Guarantor is not in default in the performance or observance of any of the terms of this Guaranty, or if Guarantor is in default, specifying all such defaults, the nature thereof, and the steps being taken greater than 3.75 to remedy the same, and (b) a report with respect to the financial statements from Guarantor's accountants, which report shall be unqualified as to going concern and scope of audit of Guarantor and its subsidiaries and shall provide in substance that (i) such consolidated financial statements present fairly the consolidated financial position of Guarantor and its subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP, and (ii) that the examination by Guarantor's accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards. (b) The entities that comprise Guarantor shall collectively maintain, without duplication, a Net Worth (as defined below) as follows: (i) as of March 31, 2015 and June 30, 2015, no less than the greater of (A) One Hundred Million Dollars ($100,000,000) and (B) 75% of the combined Net Worth of Guarantor as of February 2, 2015 (the “Closing Date TNW”). In no event shall the Closing Date TNW be less than One Hundred Million Dollars ($100,000,000); (ii) 1.00 as of the last day of each any fiscal quarter thereafterof Guarantor; provided that after the consummation or making of any Specified Leveraged Acquisition, commencing September 30, 2015 and ending on such maximum Total Adjusted Leverage Ratio shall be increased to 4.00 to 1.00 solely for the last day of the last fiscal quarter in which such Specified Leveraged Acquisition is consummated or made and for the last day of 2015 but including December 31, 2015, no less than the Net Worth required as next two succeeding fiscal quarters. (b) As of the last day of the prior any fiscal quarter of Guarantor, Guarantor shall not permit the ratio of (i) Consolidated EBITDAR for the period of four fiscal quarters ending on such day to the sum of (ii) Consolidated Interest Expense for such four quarter period plus Consolidated Rental Expense for such four quarter period to be less than or equal to 2.25 to 1.00. (c) Guarantor will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except (1) Guarantor may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its common stock, (2) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests, (3) Guarantor may make Restricted Payments pursuant to and in accordance with share based compensation plans or other benefit plans for management or employees of Guarantor and its Subsidiaries, (4) the TNW Increment Guarantor may make or declare any other Restricted Payments so long as both before and after giving effect to the making and/or declaration of any such Restricted Payment, (as defined below); and i) no Event of Default under the Guarantor Credit Agreement has occurred and is continuing, (ii) the Guarantor would be in compliance with Section 2.9(a) and Section 2.9(b) on a pro forma basis and (iii) from the Total Adjusted Leverage Ratio would not exceed 3.50 to 1.00 on a pro forma basis and (5) the Guarantor may make Restricted Payments in an aggregate amount not to exceed as of the time of making of such investment, loan or advance the Available Basket at such time; provided that after January 1giving effect thereto, 2016(A) the Guarantor is in compliance with Section 2.9(a) and Section 2.9(b) on a pro forma basis and (B) no Event of Default under the Guarantor Credit Agreement shall have occurred and be continuing or would result therefrom (it being understood and agreed that if amounts are available under the Available Basket under the Guarantor Credit Agreement, no minimum Net Worth such amounts shall be required to be maintaineddeemed available for use hereunder).”