EBITDAR to Rent Ratio means the ratio of (a) the EBITDAR of Guarantor and its Subsidiaries on a consolidated basis during the applicable Trailing Test Period of Guarantor and its Subsidiaries (provided, that, to the extent any such Subsidiary is not wholly owned (directly or indirectly) by Guarantor, the EBITDAR of such Subsidiary shall be limited to Guarantor’s pro-rata ownership interests in such Subsidiary) to (b) the sum of (w) the Rent under the Lease, plus (x) the Rent (as defined in the Las Vegas Lease), plus (y) the Rent (as defined in the Joliet Lease), plus (z) actual rent (excluding additional rent such as pass-throughs of expenses) payable by Guarantor and its Subsidiaries on a consolidated basis under all other Gaming Leases, in each case during such Trailing Test Period (the sum of clauses (w) through (z), the “Gaming Lease Rent”),
EBITDAR to Rent Ratio. As at any date of determination, the ratio for any period of EBITDAR derived from the Facilities by Tenant or its Affiliates (without duplication) to Rent. For purposes of calculating the EBITDAR to Rent Ratio, EBITDAR and Rent shall be calculated on a pro forma basis to give effect to any increase or decrease in Rent as a result of the addition or removal of Leased Property to this Master Lease during any Test Period as if such increase or decrease had been effected on the first day of such Test Period.
EBITDAR to Rent Ratio. For any applicable Lease Year, as determined as of the Escalator Adjustment Date for such Lease year after giving effect to the proposed escalation on such date, the ratio of EBITDAR of Tenant for the applicable Trailing Test Period to Rent for such Lease Year. For purposes of calculating the EBITDAR to Rent Ratio, EBITDAR shall be calculated on a pro forma basis to give effect to any material acquisitions and material asset sales consummated by Tenant during any Trailing Test Period of Tenant as if each such material acquisition had been effected on the first day of such Trailing Test Period and as if each such material asset sale had been consummated on the day prior to the first day of such Trailing Test Period.
Examples of EBITDAR to Rent Ratio in a sentence
As used herein, the term “Covenant Termination Date” shall mean the earliest to occur of (1) the Guaranty Termination Date, (2) October 6, 2023, and (3) the first day on which (x) the Total Net Leverage Ratio of the Guarantor is less than or equal to 5.00:1.00 and (y) the EBITDAR to Rent Ratio is equal to or greater than 3.00:1.00.
For purposes of calculating the EBITDAR to Rent Ratio, EBITDAR and Rent shall be calculated on a pro forma basis to give effect to any increase or decrease in Rent as a result of the addition or removal of Leased Property to this Master Lease during any Test Period as if such increase or decrease had been effected on the first day of such Test Period.
The Four-Wall EBITDAR to Rent Ratio as of the Closing Date is equal to 2.70:1.00.
In the event Rent is to be increased in connection with the addition or inclusion of a Long-Lived Asset that is projected to increase EBITDAR, such Rent increase shall not be taken into account in calculating the EBITDAR to Rent Ratio until the first fiscal quarter following the completion of the installation or construction of such Long-Lived Assets.
More Definitions of EBITDAR to Rent Ratio
EBITDAR to Rent Ratio. For any applicable Lease Year, commencing with the eighth (8th) Lease Year, as determined as of the Escalator Adjustment Date for such Lease Year after giving effect to the proposed escalation on such date, the ratio of (a) the sum of (i) the Average EBITDAR of Tenant in respect of the Leased Property for the applicable Triennial Test Period, (ii) the “Average EBITDAR” (as defined in the Non-CPLV Lease) of the Non-CPLV Tenant in respect of all of the Non-CPLV Leased Property for the applicable Triennial Test Period and (iii) the “Average EBITDAR” or equivalent defined term under and as defined in each Call Right Lease of the Call Right Tenant thereunder (and any predecessor owner(s), if applicable, in respect of any portion of the applicable Triennial Test Period occurring prior to the commencement of any applicable Call Right Lease) in respect of the applicable Call Right Leased Property thereunder for the applicable Triennial Test Period to (b) the sum of (i) the arithmetic average of the annual Rent for such Lease Year and the two (2) immediately preceding Lease Years, (ii) the arithmetic average of the annual Non-CPLV Rent for such Lease Year and the two (2) immediately preceding Lease Years and (iii) the arithmetic average of the annual Call Right Lease Rent under each Call Right Lease for such Lease Year and the two (2) immediately preceding Lease Years; provided, that for clause (b)(iii) above, if the applicable Call Right Lease was not in effect for all of such Lease Year and the two (2) immediately preceding Lease Years, then the arithmetic average in clause (b)(iii) shall be calculated as the average annual rent based on the number of years during which the applicable Call Right Lease was in effect. For purposes of calculating the EBITDAR to Rent Ratio, EBITDAR and annual Rent (hereunder, and under the Non-CPLV Lease and each Call Right Lease) shall be calculated on a pro forma basis (and shall be calculated to give effect to such pro forma adjustments consistent with Regulation S-X under the Securities Act) to give effect to any material acquisitions and material asset sales consummated by Tenant, the Non-CPLV Tenant or the applicable Call Right Tenant (or predecessor owner, as applicable) during the applicable Triennial Test Period of Tenant, the Non-CPLV Tenant or the applicable Call Right Tenant (or predecessor owner, as applicable), as applicable, as if each such material acquisition had been effected on the first day of such Triennial Test ...
EBITDAR to Rent Ratio means the ratio of (a) the EBITDAR of Guarantor and its Subsidiaries on a consolidated basis during the applicable Trailing Test Period of Guarantor and its Subsidiaries (provided, that, to the extent any such Subsidiary is not wholly owned (directly or indirectly) by Guarantor, the EBITDAR of such Subsidiary shall be limited to Guarantor’s pro-rata ownership interests in such Subsidiary) to (b) the sum of (w) the Rent under the Lease, plus (x) the Rent (as defined in the Regional Lease), plus (y) the Rent (as defined in the Joliet Lease), plus (z) actual rent (excluding additional rent such as pass-throughs of expenses) payable by Guarantor and its Subsidiaries on a consolidated basis under all other Gaming Leases, in each case during such Trailing Test Period (the sum of clauses (w) through (z), the “Gaming Lease Rent”),
EBITDAR to Rent Ratio. With respect to any Demised Premises for any period, the ratio of (a) the 4 Wall EBITDAR of such Demised Premises for such period (taking into account any revenue and/or reimbursements of expenses received by Tenant pursuant to any Third Party Subleases with respect to such Demised Premises during such period) to (b) the Rent (which may be determined on an accrual basis and shall include the Base Rent Allocation Amount and any rent payable under a Ground Lease) attributable to such Demised Premises for such period.
EBITDAR to Rent Ratio. For any applicable Lease Year, as determined as of the Escalator Adjustment Date for such Lease year after giving effect to the proposed escalation on such date, the ratio of EBITDAR of Tenant for the applicable Trailing Test Period to Rent for such Lease Year. For purposes of calculating the EBITDAR to Rent Ratio, EBITDAR shall be calculated on a pro forma basis to give effect to any material acquisitions and material asset sales consummated by Tenant during any Trailing Test Period of Tenant as if each such material acquisition had been effected on the first day of such Trailing Test Period and as if each such material asset sale had been consummated on the day prior to the first day of such Trailing Test Period. The Parties hereby acknowledge and agree that Section 8.8 of that certain Purchase and Sale Agreement by and among Xxxxxxx Xxxxx and Xxxxxx LLC, a Pennsylvania limited liability company, an Affiliate of Tenant, Xxxxxxx Facility Holding Company, LLC, a Delaware limited liability company, an Affiliate of Tenant, and Philadelphia Propco LLC, a Delaware limited liability company, an Affiliate of Landlord, dated July 11, 2018 sets forth, among other things, criteria with respect to obtaining a private letter ruling issued by the Internal Revenue Service that will provide that Rent hereunder constitutes “rents from real property” within the meaning of Section 856(d) of the Code, or any similar or successor provisions thereto, and other matters relating thereto, and such Section 8.8 is hereby incorporated herein by this reference, and accordingly, if a modification to the definition of “EBITDAR to Rent Ratio” is required pursuant to Section 8.8(c)(iv) of such Purchase and Sale Agreement, the Parties hereto agree to make such modification as therein provided.”
EBITDAR to Rent Ratio. For any date, the ratio of (i) EBITDAR derived from the Facilities by Xxxxxx, any Operating Subtenant or their Affiliates (without duplication) for the Test Period most recently ended prior to such date to (ii) Rent for the Test Period most recently ended prior to such date. For purposes of the calculation of Rent in clause (ii) above for the first year following the Commencement Date, Rent shall be $292,000,000.
EBITDAR to Rent Ratio is required pursuant to Section 8.8(c)(i) of such Purchase and Sale Agreement, the Parties hereto agree to make such modification as therein provided. “Eligible Account”: A separate and identifiable account from all other funds held by the holding institution that is either (a) an account or accounts maintained with a federal or state-chartered depository institution or trust company which complies with the definition of Eligible Institution or (b) a segregated trust account or accounts maintained with a federal or state chartered 12 depository institution or trust company acting in its fiduciary capacity that has a Xxxxx’x rating of at least “Baa2” and which, in the case of a state chartered depository institution or trust company, is subject to regulations substantially similar to 12 C.F.R. §9.10(b), having in either case a combined capital and surplus of at least Fifty Million and No/100 Dollars ($50,000,000.00) and subject to supervision or examination by federal and state authority. An Eligible Account will not be evidenced by a certificate of deposit, passbook or other instrument. “Eligible Institution”: Either (a) a depository institution or trust company insured by the Federal Deposit Insurance Corporation, the short-term unsecured debt obligations or commercial paper of which are rated at least “A-1+” by S&P and “P-1” by Xxxxx’x in the case of accounts in which funds are held for thirty (30) days or less (or, in the case of Letters of Credit and accounts in which funds are held for more than thirty (30) days, the long-term unsecured debt obligations of which are rated at least “A+” by S&P and “Aa3” by Xxxxx’x), or (b) Xxxxx Fargo Bank, National Association, provided that the rating by S&P and Xxxxx’x for the short term unsecured debt obligations or commercial paper and long term unsecured debt obligations of the same does not decrease below the ratings set forth in clause (a) hereof. “Embargoed Person”: Any person, entity or government subject to trade restrictions under U.S. law, including, but not limited to, The USA PATRIOT Act (including the anti‑terrorism provisions thereof), the International Emergency Economic Powers Act, 50 U.S.C. §§ 1701, et seq., The Trading with the Enemy Act, 50 U.S.
EBITDAR to Rent Ratio in this Lease as provided in such definition.