Non-Material Subsidiaries means all Restricted Subsidiaries designated by the
Company to the Trustee as Non-Material Subsidiaries; provided, that (i) no such Restricted Subsidiary may have assets (attributable to the Companys and its Restricted Subsidiaries equity interest in such entity) having a fair
market value in excess of $25 million and (ii) all such Restricted Subsidiaries may not in the aggregate at any time have assets (attributable to the Companys and its Restricted Subsidiaries equity interest in such entity)
constituting more than 3.0% of the Companys Consolidated Net Tangible Assets based on the Companys most recent internal financial statements.
Non-U.S. Person means a Person who is not a U.S. Person.
Notes has the meaning assigned to it in the preamble to this Indenture. The Initial Notes and any Additional Notes shall be
treated as a single class for all purposes under this Indenture, and unless the context otherwise requires, all references to Notes shall include the Initial Notes and any Additional Notes.
Obligations means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other
liabilities, whether absolute or contingent, payable under the documentation governing any Indebtedness.
the Company or any Guarantor, and any successor obligor upon the Notes and the Guarantees, respectively.
means, (i) with respect to any Person that is a corporation, the Chairman of the Board, the Chief Executive Officer, the President, the Chief Operating Officer, the Chief Financial Officer, the Treasurer, any Assistant Treasurer, the
Controller, the Secretary, the Assistant Secretary or any Vice-President of such Person and (ii) with respect to any other Person, the individuals selected by the Board or corresponding governing or managing body of such Person to perform
functions similar to those of the officers listed in clause (i).
Officers Certificate means a certificate signed
on behalf of the Company by two Officers of the Company, one of whom must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the Company, that meets the requirements of
Section 13.05 hereof.
Opinion of Counsel means a written opinion from legal counsel reasonably satisfactory to
the Trustee that meets the requirements of Sections 13.04 and 13.05 hereof. The counsel may be an employee of or counsel to the Company or any Subsidiary of the Company.
Participant means, with respect to the Depositary, Euroclear or Clearstream, a Person who has an account with the
Depositary, Euroclear or Clearstream, respectively (and, with respect to DTC, shall include Euroclear and Clearstream).
Agent has the meaning given to it in Section 2.03 hereof.
Permitted Holder means the Fertitta Holder
and any group (within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act or any successor provision) of which any of the foregoing are members; provided that, in the case of such group and without giving effect
to the existence of such group or any other group, the Fertitta Holder, collectively, has beneficial ownership of at least 49.9% of the Voting Stock of the Company or any of its direct or indirect parent companies. Any Person or group whose
acquisition of beneficial ownership constitutes a Change of Control in respect of which a Change of Control Offer is made in accordance with the requirements of this Indenture will thereafter, together with its Affiliates, constitute an additional