if any Guarantor shall fail to maintain the minimum required net worth or liquidity specified in the Guaranty of Recourse Obligations applicable to such Guarantor; or

respect to the assets and liabilities of the Loan Parties on a stand-alone basis. For the avoidance of doubt, “Consolidated Tangible Net Worth” shall not include any assets or liabilities of any Loan Fund Joint Venture.

“Level 1 Collateral Event” means Ethan Allen Interior Inc.’s failure to maintain, as of the end of each fiscal quarter of Ethan Allen Interiors Inc., # Tangible Net Worth of at least * or # Working Capital of at least * .

“Consolidated Tangible Net Worth” means, at any time, Stockholders’ Equity, less the sum of the value, as set forth or reflected on the most recent consolidated balance sheet of the Borrower and its Consolidated Subsidiaries, prepared in accordance with GAAP,

Lender and Borrower amended the Fourth Amended Loan Agreement, the Fourth Amended Revolving Note, and the related Loan Documents pursuant to the Tenth Amendment to Loan Documents effective as of June 30, 2012 to modify the Tangible Net Worth Covenant.

“Tangible Net Worth” means, as of any date of determination, for the Borrower and its Subsidiaries on a consolidated basis, # the Stockholders’ Equity as of such date minus # the goodwill and any other intangible assets of the Borrower and its Subsidiaries as of such date; provided that to the extent the Stockholders’ Equity shall have been affected # by any amounts attributable to the net Tax liabilities for repatriation by any CFC to the Borrower or any of its Domestic Subsidiaries of any cash earned from outside the United States of America or # by any amounts attributable to the WAPCo Settlement, such amounts, in each case, shall be added back to the Stockholders’ Equity for purposes of determining the Tangible Net Worth.

either has # a credit rating of “BBB-” or higher by S&P Global Ratings and “Baa3” or higher by Moody’s Investor Service or # a tangible net worth of at least $500,000,000 (or has a direct or indirect parent who satisfies such financial standards).

“Net Worth” means total assets minus total liabilities.

“Servicing Centralization Event” means the occurrence of either # ​ fails to have a Tangible Net Worth of at least $150,000,000 as of any Determination Date or # a Level I Trigger Event, followed by the delivery of written notice from the Administrative Agent (acting at the direction of the Required Lenders) to the Servicer, the Borrower and the Backup Servicer that the activities described on [Schedule G] should go into effect.

The undersigned is an individual (not a partnership, corporation, etc.) whose individual net worth, or joint net