Member Notes Receivable Ratio. Borrower shall maintain, on a consolidated basis, a Member Portfolio of not more than one hundred fifty percent (150%) of Consolidated Tangible Net Worth. As used in this Agreement, "Member Portfolio" means the sum of (i) all Indebtedness of members owing to Borrower or any of its subsidiaries which have not been sold; plus (ii) all investments by Borrower or any of its subsidiaries in Borrower's members; plus (iii) all Indebtedness of members of Borrower or any of its subsidiaries which have been sold with recourse to Borrower or any of its subsidiaries at 50% or greater. As used herein, "Consolidated Tangible Net Worth" means, with respect to any Person, at any date, Consolidated Net Worth less (i) all assets which should be classified as intangible assets (such as good will, patents, trademarks, copyrights, franchises and covenants not to compete) and (ii) to the extent not already deducted from total assets, all reserves including those for deferred income taxes, depreciation, obsolescence or amortization of properties and (iii) all capital stock or other investments in any direct or indirect subsidiary other than in (x) any offshore investment subsidiary, or (y) a subsidiary having all or substantially all of its operations in the United States; provided, however, that, if and to the extent Buyer consents thereto, for the purpose of determining the recourse classification of Loans, an Obligor Group's Consolidated Tangible Net Worth shall be determined without deducting from its Consolidated Net Worth that portion of the value assigned to covenants not to compete relating to the purchase of any facilities located in the States of Washington and California, as shown on such Obligor Group Financial Statements.
Member Notes Receivable Ratio. Borrower shall maintain, on a consolidated basis, a Member Portfolio of not more than one hundred fifty percent (150%) of Consolidated Tangible Net Worth. As used in this Agreement, "
Member Notes Receivable Ratio. Borrower shall maintain, on a consolidated basis, a Member Portfolio at not more than 150% of Consolidated Net Tangible Assets. "Member Portfolio" means the sum of (i) all Indebtedness of members to Borrower or any of its subsidiaries which have not been sold; plus (ii) all investments by Borrower or any of its subsidiaries in Borrower's members; plus (iii) all Indebtedness of members of Borrower or any of its subsidiaries which have been sold with recourse to Borrower or any of its subsidiaries at 50% or greater. As used herein, "Consolidated Net Tangible Assets" shall have the meaning given in Section 7.11.
Member Notes Receivable Ratio. To maintain, on a consolidated basis, a Member Portfolio of not more than one hundred fifty percent (150%) of Consolidated Tangible Net Worth. As used herein, "Member Portfolio" shall mean the sum of (i) all Debt of members owning to Guarantor or any of its Subsidiaries which have not been sold; plus (ii) all investments by Guarantor or any of its Subsidiaries in Guarantor's members; plus (iii) Debt of members of Guarantor or any of its Subsidiaries which have been sold with recourse to Guarantor or any of its Subsidiaries. As used herein, "Consolidated Tangible Net Worth" shall mean, with respect to any Person, Consolidated Net Worth of such Person less (i) all assets which should be classified as intangible assets (such as good will, patents, trademarks, copyrights, franchises and covenants not to compete) and (ii) to the extent not already deducted from total assets, all reserves including those for deferred income taxes, depreciation, obsolescence or amortization of properties and (iii) all capital stock or other investments in any direct or indirect subsidiary other than in (x) any offshore investment subsidiary, or (y) a subsidiary having all or substantially all of its operations in the United States.
Member Notes Receivable Ratio. To maintain on a consolidated basis at all times, the Guarantor Member Portfolio at less than 150% of Consolidated Tangible Net Worth. "Guarantor Member Portfolio" means the sum of (i) all Debt of members to Guarantor or any of its Subsidiaries, including Seller, which have not been sold; plus (ii) all investments by Guarantor or any of its Subsidiaries, including Seller, in Guarantor's members; plus (iii) all indebtedness of members to Guarantor or any of its Subsidiaries, including Seller, which have been sold with recourse to Guarantor or any of its Subsidiaries, including Seller, at 50% or greater.
