SUBSIDIARY OTHER THAN A PORTFOLIO ENTITY, A PRIMARY OBLIGOR
OR AN REO AFFILIATE OF NON-CASH ASSETS WHICH ARE SUBJECT TO PERMITTED LIENS;
(4)
RESTRICTIONS EXISTING UNDER ANY AGREEMENT
WHICH REFINANCES OR REPLACES ANY OF THE AGREEMENTS CONTAINING THE RESTRICTIONS
IN CLAUSES (1) OR (5), PROVIDED THAT THE TERMS AND CONDITIONS OF ANY SUCH
RESTRICTIONS ARE NOT MATERIALLY LESS FAVORABLE TO THE LENDERS OR MATERIALLY MORE
BURDENSOME TO THE APPLICABLE PERSON BOUND THEREBY THAN THOSE UNDER THE AGREEMENT
EVIDENCING OR RELATING TO THE INDEBTEDNESS REFINANCED OR REPLACED;
(5)
PERMITTED RESTRICTIONS ON PAYMENT OF
DIVIDENDS BY A SUBSIDIARY OF BORROWER UNDER A LOAN AGREEMENT LISTED ON SCHEDULE
10.19 TO WHICH SUCH
SUBSIDIARY IS A PARTY;
(6)
RESTRICTIONS UNDER THIS AGREEMENT;
(7)
PERMITTED RESTRICTIONS IMPOSED UNDER
APPROVED PORTFOLIO LEVERAGE ARRANGEMENTS;
(8)
PERMITTED RESTRICTIONS ON THE PAYMENT OF
DIVIDENDS BY A PORTFOLIO ENTITY-50% UNDER CREDIT AGREEMENTS UNDER WHICH SUCH
PORTFOLIO ENTITY-50% IS A BORROWER; AND
(9)
RESTRICTIONS ON THE PAYMENT OF DIVIDENDS BY
ABL AS SET FORTH IN THE ABL FACILITY AGREEMENT AND RESTRICTIONS ON THE ABILITY
OF ABL TO MAKE PAYMENTS ON INDEBTEDNESS OUTSTANDING UNDER THE ABL CAPITAL NOTE
AS SET FORTH IN THE SUBORDINATION AGREEMENT REFERRED TO THEREIN.
and other than in the case of (iii), a consensual encumbrance or restriction on
the ability of any Subsidiary other than a Wholly-Owned Subsidiary or any
Portfolio Entity-50% to make a loan or advance to or guarantee Indebtedness of
Borrower or any of its Subsidiaries.
8.18
FINANCIAL COVENANTS.
(A)
BORROWER AND ALL OTHER MEMBERS OF THE
CONSOLIDATED GROUP, ON A CONSOLIDATED BASIS, SHALL, AT THE END OF EACH FISCAL
QUARTER:
38
(I)
MAINTAIN A RATIO OF INDEBTEDNESS TO
TANGIBLE NET WORTH EQUAL TO OR LESS THAN 3.50 TO 1.00 FOR THE LAST DAY OF THE
FISCAL QUARTER THEN ENDED;
(II)
MAINTAIN A RATIO OF EBITDA TO INTEREST
COVERAGE NOT LESS THAN 1.50 TO 1.00 FOR THE FOUR FISCAL QUARTERS THEN ENDED;
(III)
MAINTAIN A TANGIBLE NET WORTH EQUAL TO OR
GREATER THAN $85,000,000 FOR THE LAST DAY OF THE FISCAL QUARTER THEN ENDED; AND
(IV)
MAINTAIN A RATIO OF CUMULATIVE CURRENT
RECOVERED AND PROJECTED COLLECTIONS TO CUMULATIVE ORIGINAL PROJECTED
COLLECTIONS, OF NOT LESS THAN 0.90 TO 1.00.
(B)
ALL COVENANTS SET FORTH IN THIS SECTION 8.18
SHALL BE MEASURED QUARTERLY, UPON RECEIPT OF THE FINANCIAL STATEMENTS DELIVERED
TO AGENT PURSUANT TO SECTION 7.1(A), AND ALSO UPON RECEIPT OF THE ANNUAL
CONSOLIDATED FINANCIAL STATEMENTS DELIVERED IN ACCORDANCE WITH SECTION 7.1(B).
(C)
IN THE EVENT THAT ANY FINANCIAL STATEMENT
REQUIRED TO BE DELIVERED PURSUANT TO SECTION 7.1(A) OR SECTION 7.1(B) OR ANY
CERTIFICATE REQUIRED TO BE DELIVERED PURSUANT TO SECTION 7.1(F) HEREOF (IN THE
CASE OF ANY SUCH CERTIFICATE REQUIRED IN CONNECTION WITH MONTHLY FINANCIAL
STATEMENTS, AT THE END OF ANY MONTH WHICH IS ALSO A FISCAL QUARTER END DATE) IS
NOT DELIVERED WITHIN 10 DAYS AFTER THE DATE REQUIRED THEREFOR PURSUANT TO SUCH
SECTION, BORROWER SHALL BE DEEMED TO BE IN DEFAULT OF THIS SECTION 8.18 FOR
PURPOSES OF SECTION 9.3 HEREOF.
8.19
ACCOUNTING