determining compliance with any provision of this Agreement which requires the calculation of Consolidated Tangible Net Worth or the Net Leverage Ratio; or

“Significant Unsecured Indebtedness Event” means that the aggregate principal amount of unsecured Debt of the Borrower and its Subsidiaries exceeds, at any time of determination, the sum of # the excess of the Borrowing Base over the Covered Debt Amount plus # 30% of the shareholder’s equity in the Structured Subsidiary (as calculated by the Consolidated Tangible Net Worth less the Consolidated Tangible Net Worth of the Loan Parties).

[Section 4.9(b)] (Total Liabilities Divided by Tangible Net Worth) of the Credit Agreement is hereby deleted and replaced in its entirety as follows:

“Tangible Net Worth” means, with respect to ​ on a consolidated basis, as of the Determination Date, its net worth calculated in accordance with GAAP, after subtracting therefrom the aggregate amount of its intangible assets (other than deferred tax assets), including goodwill, franchises, licenses, patents, trademarks, tradenames, copyrights and service marks.

“Asset Coverage Ratio” means the ratio of Consolidated Tangible Net Worth plus aggregate Debt of the Borrower and its Consolidated Subsidiaries (“Consolidated Debt”) to outstanding Consolidated Debt.

o A. ​ shall maintain Tangible Net Worth of not less than ​, measured (select one: quarterly or annually) ​ as of each (select one: quarter or fiscal year) ​ end.

“Tangible Net Worth” means the total of all assets appearing on a balance sheet prepared for the SPV in accordance with GAAP, after deducting therefrom (without duplication of deductions):

“Financial Covenant” means, so long as ​ is the Servicer, as of the last day of any Collection Period, # its Tangible Net Worth is not less than ​, # its Debt to Tangible Net Worth is not greater than 6.00 to 1.0 or such more restrictive ratio as have been effected in the Senior Revolver from time to time, # the Liquidity Amount is not less than ​ and # ​ on a consolidated basis has unrestricted cash and unrestricted Cash Equivalents of not less than ​.

“Consolidated Tangible Net Worth” means at any date the consolidated common shareholders’ equity of the Company and its Consolidated Subsidiaries less their consolidated Intangible Assets, all determined as of such date.

Liens not otherwise permitted by the foregoing clauses of this Section; provided that, immediately after the incurrence of such Liens and the related Indebtedness or other obligations, the aggregate outstanding amount of Indebtedness or other obligations secured by Liens permitted by this [clause (y)] shall not exceed 10% of Consolidated Tangible Net Worth.