Shake Shack 2015 Annual Report Download - page 160

(c)
At the time of and immediately after giving effect to such Borrowing or the issuance, amendment, renewal or extension of such Letter of
Credit, as applicable, no Default shall have occurred and be continuing.
(d)
After giving effect to any Borrowing or the issuance of any Letter of Credit, the Revolving Credit Exposure of all Revolving Lenders does
not exceed the lesser of (i) the Revolving Available Amount and (ii) the Revolving Commitment then in effect.
Each Borrowing and each issuance, amendment, renewal or extension of a Letter of Credit shall be deemed to constitute a representation and warranty by
the Borrower on the date thereof as to the matters specified in paragraphs (a), (b) and (c) of this Section.
ARTICLE V
AFFIRMATIVE COVENANTS
Until the Revolving Commitments have expired or been terminated and the principal of and interest on each Loan and all fees payable hereunder
shall have been paid in full (other than Unliquidated Obligations) and all Letters of Credit shall have expired or terminated (or have been cash
collateralized in accordance with the provisions hereof) and all LC Disbursements shall have been reimbursed, each Loan Party executing this
Agreement covenants and agrees, jointly and severally with all of the Loan Parties, with the Lenders that:
SECTION 5.01.
Financial Statements and Other Information . The Borrower will furnish to the Administrative Agent and each Lender:
(j)
Annual Financial Statements – within 120 days after the end of each fiscal year of the Borrower:
(i)
Borrower Audited Statements –
the audited consolidated and unaudited consolidating balance sheet and related statements of
operations, stockholders’
equity and cash flows of the Borrower and its Subsidiaries as of the end of and for such year, setting forth in
each case in comparative form the figures for the previous fiscal year, all reported on by independent public accountants of national
standing or otherwise reasonably acceptable to the Administrative Agent and certified by a Financial Officer of the Borrower to the effect
that such consolidated and consolidating financial statements present fairly in all material respects the financial condition and results of
operations of the Borrower and its Subsidiaries on a consolidated and consolidating basis in accordance with GAAP consistently applied,
or
(ii)
Shake Shack Audited Statements – if the Shake Shack Financials Test is satisfied, each of the following:
(A)
the audited consolidated and unaudited consolidating balance sheet and related statements of operations,
stockholders’ equity and cash flows of Shake Shack and its Subsidiaries as of the end of and for such year,