FIRST AMENDMENT AND WAIVER TO SERVICING AGREEMENT
Exhibit 10.10
EXECUTION VERSION
FIRST AMENDMENT AND WAIVER TO SERVICING AGREEMENT
This FIRST AMENDMENT AND WAIVER TO SERVICING AGREEMENT, dated as of April 21, 2011 (this
“Amendment”), amends that certain Servicing Agreement, dated as of August 20, 2010 (the
“Servicing Agreement”) by and among BLUESTEM BRANDS, INC. (“Bluestem”), as
Servicer, FINGERHUT RECEIVABLES I, LLC, a Delaware limited liability company (the
“Company”) and XXXXXXX XXXXX BANK USA (“GS Bank”), as Administrative Agent (in such
capacity, “Administrative Agent”) and Collateral Agent, and grants certain waivers under
the Servicing Agreement and the other Credit Documents as hereafter set forth. Capitalized terms
used and not defined herein shall have the meanings ascribed thereto in the Servicing Agreement.
WHEREAS, Bluestem, the Company and the Administrative Agent wish to amend certain provisions
of the Servicing Agreement and grant certain waivers under the Servicing Agreement and the other
Credit Documents as hereafter set forth; and
WHEREAS, the Requisite Lenders have consented to such amendments in accordance with Section
8.01 of the Servicing Agreement and the Class Requisite Lenders of each Class have consented to
such waivers in accordance with Section 9.5 of the Credit Agreement;
NOW, THEREFORE, Bluestem, the Company and the Administrative Agent hereby agree as follows:
1. Amendments to Section 1.01. Section 1.01 of the Servicing Agreement is hereby
amended, effective as of the Closing Date, as follows:
(a) the definition of “Consolidated Adjusted EBITDA” is deleted in its entirety and the
following is substituted in lieu thereof:
“Consolidated Adjusted EBITDA” shall mean, for any period,
Consolidated Net Income for such period plus (a) without duplication and to
the extent deducted in determining Consolidated Net Income for such period,
the sum of (i) Consolidated Interest Expense for such period, (ii) income
tax expense for such period net of tax refunds, (iii) all amounts
attributable to depreciation and amortization expense for such period, (iv)
for any period including the period in which such amounts were paid, fees or
expenses of the Administrative Agent and any Lender or arranger in
connection with the Credit Documents, or of any administrative agent,
lender, or arranger in connection with the Bluestem Inventory Loan
Documents, in each case paid on or prior to the Closing Date, (v) for any
period (other than the period specified in the following clause (vi))
including the period in which such amounts were paid, other fees or expenses
in an amount not to exceed $1,000,000 paid in connection with the Credit
Documents, the Bluestem Inventory Loan Documents or the Senior Subordinated
Documents and the transactions contemplated therein, (vi) for the period
from, and including, the Closing Date to, and including, the last day of the
first Fiscal Quarter to end after the Closing Date, other fees and expenses
in an amount not to exceed $6,500,000 paid in connection with the Credit
Documents and the transactions contemplated therein and the refinancing or
replacement of credit facilities existing prior to the Closing Date, (vii)
any other non-cash charges for such period (but excluding any non-cash
charge in respect of an item that was included in Consolidated Net Income in
a prior period and any non-cash charge that relates to the write-down or
write-off of inventory) in an amount not to exceed $2,000,000, or any
additional amounts approved by the Class Requisite Lenders of each Class,
and other non-cash charges relating to the xxxx-to-market valuation of (A)
the contingent financing fee arrangement entered into on May 15, 2008 and/or
(B) without duplication, derivatives or embedded derivatives in any Equity
Interest of any Person in the Servicer Consolidated Group, in each case to
the extent required under GAAP, (viii) reasonable fees and expenses in
connection with an initial public offering by Bluestem in an amount not to
exceed the lesser of (A) 12.5% of the gross proceeds thereof and (B) the
actual fees and expenses incurred in connection therewith, or any additional
amounts approved by the Class Requisite Lenders of each Class and (ix) the
amount of any prepayment premiums or other similar fees paid in connection
with the Credit Documents or the Bluestem Inventory Loan Documents, minus
(b) without duplication and to the extent included in Consolidated Net
Income, (i) any cash payments made during such period in respect of noncash
charges described in clause (a)(vii) taken in a prior period and (ii) any
extraordinary gains and any non-cash items of income for such period, all
calculated for the Servicer Consolidated Group on a consolidated basis in
accordance with GAAP, including, without limitation, any non-cash gains or
items of income relating to the xxxx-to-market valuation of (A) the
contingent financing fee arrangement entered into on May 15, 2008 and/or (B)
without duplication, derivatives or embedded derivatives in any Equity
Interest of any Person in the Servicer Consolidated Group, in each case to
the extent required under GAAP.
(b) the definition of “Swap Agreement” is amended by inserting the following sentence
at the end thereof:
“For the avoidance of doubt, the contingent financing fee arrangement entered into
on May 15, 2008 and Equity Interests of any Person in the Servicer Consolidated
Group shall not constitute a Swap Agreement regardless of treatment of such
contingent financing fee arrangement or such Equity Interests, or any portion
thereof, as an embedded derivative under GAAP.”
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; and
(c) the definition of “Tangible Net Worth” is deleted in its entirety and the following
is substituted in lieu thereof:
“Tangible Net Worth” shall mean, with respect to a Person, as of any
date of determination, the result of (a) such Person’s total stockholder’s
or other equity (including preferred stock, but excluding treasury stock and
subscribed but unissued capital stock, and excluding any asset or liability
resulting from the xxxx-to-market valuation of (A) the contingent financing
fee arrangement entered into on May 15, 2008, and/or (B) without
duplication, any derivatives or embedded derivatives in any Equity Interest
of any Person in the Servicer Consolidated Group, in each case to the extent
required under GAAP), minus (b) the sum of (i) all Intangible Assets of such
Person, (ii) all of such Person’s prepaid expenses and (iii) all amounts due
to such Person from its Affiliates.
2. Amendments to Section 4.01(b). Section 4.01(b) of the Servicing Agreement is
hereby amended, effective as of the Closing Date, as follows:
Net Worth. The Servicer Consolidated Group shall have a Tangible Net Worth
(measured as of the last day of each Fiscal Quarter) equal to or greater than the
sum of (i) $120,000,000, plus (ii) 75% of its Consolidated Net Income (if positive)
for each full Fiscal Year after the Closing Date before any non-cash gain (loss)
(net of any income taxes) relating to the xxxx-to-market valuation of (A) the
contingent financing fee arrangement entered into on May 15, 2008 and/or (B) without
duplication, derivatives or embedded derivatives in any Equity Interest of any
Person in the Servicer Consolidated Group, in each case to the extent required under
GAAP, plus (iii) 85% of the gross proceeds actually received in cash by the Servicer
Consolidated Group from the proceeds of any issuance of Capital Stock by the
Servicer Consolidated Group after the Closing Date.
3. Amendments to Exhibit G. Exhibit G to the Servicing Agreement is hereby
replaced with the Form of Compliance Certificate attached as Exhibit A hereto.
4. Continued Effectiveness of the Servicing Agreement and Other Credit Documents.
Each party hereto hereby (i) acknowledges and consents to this Amendment and (ii) confirms and
agrees that the Servicing Agreement and each other Credit Document to which it is a party is,
and shall continue to be, in full force and effect and is hereby ratified and confirmed in all
respects except that on and after the date hereof all references in any such Credit Document to
“the Servicing Agreement”, “thereto”, “thereof”, “thereunder” or words of like import referring
to the Servicing Agreement shall mean the Servicing Agreement as amended by this Amendment.
This Amendment does not and shall not affect any of the obligations of any Credit Party, other
than as expressly provided herein, including, without limitation, the Company’s obligation to
repay the Loans in accordance with the terms of the Credit Agreement, or the obligations of any
other Credit Party under any Credit Document to which it is a party, all of which obligations
shall remain in full force and effect.
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Except as expressly provided herein, the execution, delivery and effectiveness of this
Amendment shall not operate as a waiver of any right, power or remedy of the Administrative
Agent or any Lender under the Servicing Agreement or any other Credit Document, nor constitute a
waiver of any provision of the Servicing Agreement or any other Credit Document.
5. Waiver. Subject to compliance of the Servicer with Section 6(a) below, (i) the
Class Requisite Lenders of each Class and the Administrative Agent hereby waive any Servicer
Default under the Servicing Agreement and Default or Event of Default under any other Credit
Document which may have resulted solely from the restatement or correction of any quarterly or
annual historical financial statements, or any inaccuracy of any monthly historical financial
statements, in each case as a consequence of any xxxx-to-market valuation of (A) the contingent
financing fee arrangement entered into on May 15, 2008, and/or (B) any derivatives or embedded
derivatives in any Equity Interest of any Person in the Servicer Consolidated Group, in each
case to the extent required under GAAP and (ii) any representation and warranty set forth in any
Credit Document or pursuant to any certificate or other document shall be deemed to have taken
into account the effect of this Amendment and any such restatement or correction of previously
delivered financial statements, compliance certificates, financial officer certifications, or
other certificates and other deliverables required to be delivered concurrently therewith.
6. Compliance with Section 4.02. In connection with the restatement or correction
of the historical financial statements of the Servicer Consolidated Group as a consequence of
any xxxx-to-market valuation of (A) the contingent financing fee arrangement entered into on May
15, 2008, and/or (B) any derivatives or embedded derivatives in any Equity Interest of any
Person in the Servicer Consolidated Group, in each case to the extent required under GAAP, the
Servicer shall be deemed to have satisfied its obligations under Section 4.02(c), (d) and (e),
for the Fiscal Year ended January 28, 2011, and Section 4.02(f) of the Servicing Agreement upon
delivery of the following:
(a) On or prior to the date hereof, the Servicer shall have delivered to the
Administrative Agent and the Lenders restated or corrected versions of (i) the consolidated
balance sheets of the Servicer Consolidated Group as at the end of each of the Fiscal Years
ended January 29, 2010 and January 28, 2011 and the related consolidated statements of
income, stockholders’ equity and cash flows of the Servicer Consolidated Group, as the case
may be, for each such Fiscal Year, setting forth in each case in comparative form the
corresponding figures of the previous Fiscal Year, subject to normal year-end audit
adjustments and the absence of footnotes all in reasonable detail, together with a Financial
Officer Certification, substantially in the form attached as Exhibit I to the
Servicing Agreement; and (ii) a duly executed and completed Compliance Certificate in
respect of the consolidated financial statements in item (i) relating to the Fiscal Year
ended January 28, 2011; and
(b) As soon as available, and in any event within 120 days after the end of the Fiscal
Year ended January 28, 2011, the Servicer shall deliver to the Administrative Agent and the
Lenders (i) the consolidated and consolidating balance sheets of the Servicer Consolidated
Group as at the end of each of the Fiscal Years ended January 29,
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2010 and January 28, 2011 and the related consolidated (and with respect to statements
of income, consolidating) statements of income, stockholders’ equity and cash flows of the
Servicer Consolidated Group, as the case may be, for each such Fiscal Year, setting forth in
each case in comparative form the corresponding figures for the previous Fiscal Year, in
reasonable detail, together with a Financial Officer Certification (such financial
statements shall also include (x) a detailed summary of any audit adjustments; (y) a
reconciliation of any material audit adjustments or reclassifications to the previously
provided quarterly financials; and (z) restated quarterly financials for any periods that
are required to be restated pursuant to GAAP); (ii) with respect to such consolidated
financial statements a report thereon of Deloitte & Touche LLP or other independent
certified public accountants of recognized national standing selected by the Servicer, and
reasonably satisfactory to the Administrative Agent (which report shall be unqualified as to
going concern and scope of audit, and shall state that such consolidated financial
statements fairly present, in all material respects, the consolidated financial position of
the Servicer Consolidated Group, as the case may be, as at the dates indicated and the
results of their operations and their cash flows for the periods indicated in conformity
with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in
such financial statements) and that the examination by such accountants in connection with
such consolidated financial statements has been made in accordance with generally accepted
auditing standards) together with a written statement by such independent certified public
accountants stating that in the course of their audit, nothing has come to their attention
that caused them to believe that the Servicer has failed to comply with the terms,
covenants, provisions or conditions of Section 6.5 of the Credit Agreement or Section 4.01
of the Servicing Agreement, in each case insofar as they relate to financial and accounting
matters, and if any such failure has come to their attention, specifying the nature and
period of existence thereof; and (iii) a duly executed and completed Compliance Certificate
in respect of the consolidated financial statements in item (i) relating to the Fiscal Year
ended January 28, 2011.
7. No Default. Bluestem and the Company each hereby represents and warrants that
as of the date hereof, after giving effect to this Amendment, there is no Servicer Default under
the Servicing Agreement and no Default or Event of Default under any other Credit Document.
8. Consent to Amendments to the Bluestem 2010 Securities Purchase Agreement and the
Bluestem 2010 Inventory Credit Agreement. The Class Requisite Lenders of each Class and the
Administrative Agent hereby consent (to the extent required) to the execution and delivery by
Bluestem and the Company of amendments to each of the Bluestem Securities Purchase Agreement and
the Bluestem 2010 Inventory Credit Agreement which are substantially similar to the Amendments
set forth herein, and this Amendment shall constitute proper notice under the Credit Documents
(to the extent required) with respect to such amendments.
9. Miscellaneous.
(a) This Amendment may be executed in any number of counterparts and by different
parties hereto in separate counterparts, each of which shall be deemed to be an
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original but all of which taken together shall constitute one and the same agreement.
Delivery of an executed counterpart of this Amendment by facsimile or electronic mail shall
be equally effective as delivery of an original executed counterpart of this Amendment.
(b) Section and paragraph headings herein are included for convenience of reference
only and shall not constitute a part of this Amendment for any other purpose.
(c) This Amendment shall be governed by, and construed in accordance with, the laws of
the State of New York.
(d) Any provision of this Amendment that is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining portions hereof or
affecting the validity or enforceability of such provision in any other jurisdiction.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and
delivered by their respective officers thereunto duly authorized as of the date first written
above.
| BLUESTEM BRANDS, INC. | ||||||
| By: | /s/ Xxxx X. Xxxxxxx | |||||
| Name: | Xxxx X. Xxxxxxx | |||||
| Title: | EVP, CFO | |||||
| FINGERHUT RECEIVABLES I, LLC | ||||||
| By: | /s/ Xxxx X. Xxxxxxx | |||||
| Name: | Xxxx X. Xxxxxxx | |||||
| Title: | EVP, CFO | |||||
| XXXXXXX XXXXX BANK USA, | ||||||
| as Administrative Agent and Collateral Agent | ||||||
| By: | /s/ Xxxxx X. Xxxxxxx | |||||
| Name: | Xxxxx X. Xxxxxxx | |||||
| Title: | Authorized Signatory | |||||
S-1
EXHIBIT A
Form of Compliance Certificate
COMPLIANCE CERTIFICATE
The undersigned, a duly authorized representative of BLUESTEM BRANDS, INC., as Servicer (the
“Servicer”), pursuant to that certain Servicing Agreement, dated as of August 20, 2010, by
and among the Servicer, FINGERHUT RECEIVABLES I, LLC (the “Company”) and XXXXXXX SACHS BANK
USA, as Administrative Agent (the “Administrative Agent”) and Collateral Agent (as amended,
restated, replaced, supplemented or otherwise modified from time to time the “Servicing
Agreement”), does hereby certify that:
| 1. | The undersigned is an Authorized Officer of the Servicer who is duly authorized pursuant to the Servicing Agreement to execute and deliver this Certificate to the Administrative Agent. | ||
| 2. | The determination and calculations of the computations specified in Annex A attached hereto (the “Computations”) and a review of the information used in determining and calculating such Computations was conducted under my supervision. | ||
| 3. | The Computations were made pursuant Section 4.01 of the Servicing Agreement and are based on the information in the financial statements attached to the Compliance Certificate dated as of the date hereof. | ||
| 4. | I hereby certify that the results of the Computations are true, correct and accurate in all respects. | ||
| 5. | Defined terms used and not otherwise defined herein shall have the meaning ascribed to them in the Servicing Agreement. |
A-1
IN WITNESS WHEREOF, the undersigned has duly executed this Certificate this ___ day of
_______________, 20___ pursuant to Section 4.02(e) of the Servicing Agreement.
| BLUESTEM BRANDS, INC. |
||||
| By: | ||||
| Name: | ||||
| Title: | ||||
A-2
Annex A
FOR THE FISCAL MONTH ENDING [ ]
| I. | Minimum Net Liquidity: I.(i) + I.(ii) + I.(iii) |
| (i) | Unrestricted Cash and Cash Equivalents of the Servicer Consolidated Group |
$ | — | |||
| (ii) | Revolving Availability |
$ | — | |||
| (iii) | Availability under the Bluestem 2010 Inventory Credit Agreement |
$ | — | |||
| (x) | Required Amount:[$25,000,000][$20,000,000] |
$ | ||||
| $ | ||||||
| (y) | Actual Amount: |
$ | — | |||
| (z) | Compliance (Yes/No): |
FOR THE FISCAL QUARTER ENDING [ ]
| II. | Tangible Net Worth: II.(i) — II.(ii) |
| (i) | Total stockholder’s or other equity (including preferred stock, but excluding treasury stock and subscribed but unissued capital stock, and excluding any asset or liability resulting from the xxxx-to-market valuation of (A) the contingent financing fee arrangement entered into on May 15, 2008, and/or (B) without duplication, any derivatives or embedded derivatives in any Equity Interest of any Person in the Servicer Consolidated Group, in each case to the extent required under GAAP) | $ | — | |||||||
| (ii) | The sum of: | |||||||||
| (a) | Intangible Assets, which is the sum of | |||||||||
| (1) | Customer lists |
$ | — | |||||||
| (2) | Goodwill |
$ | — | |||||||
| (3) | Computer software |
$ | — | |||||||
| (4) | Copyrights |
$ | — | |||||||
| (5) | Trade Names |
$ | — | |||||||
| (6) | Trademarks |
$ | — | |||||||
| (7) | Patents |
$ | — | |||||||
| (8) | Franchises |
$ | — | |||||||
| (9) | Licenses |
$ | — | |||||||
| (10) | Unamortized deferred charges |
$ | — | |||||||
| (11) | Unamortized debt discount |
$ | — | |||||||
| (12) | Capitalized research and developmental costs |
$ | — | |||||||
| (13) | Other intangibles under GAAP |
|||||||||
A-3
Total Intangible Assets |
$ | — | ||||||||||
| (b) | Prepaid expenses |
$ | — | |||||||||
| (c) | Amounts due from Affiliates |
$ | — | |||||||||
| (x) | Required Amount: The sum of: | |||||||||||
| (a) | $120,000,000 |
$ | 120,000,000 | |||||||||
| (b) | 75% of its Consolidated Net Income (if positive) for
each full Fiscal Year after the Closing Date before any
non-cash gain (loss) (net of any income taxes) relating
to the xxxx-to market valuation of (A) the contingent
financing fee arrangement entered into on May 15, 2008
and/or (B) without duplication, derivatives or embedded
derivatives in any Equity Interest of any Person in the
Servicer Consolidated Group, in each case to the extent
required under GAAP |
$ | — | |||||||||
| (c) | 85% of the gross proceeds actually received in cash
by the Servicer Consolidated Group from the proceeds of
any issuance of Capital Stock by the Servicer
Consolidated Group after the Closing Date |
$ | — | |||||||||
| (y) | Actual Amount: | $ | — | |||||||||
| (z) | Compliance (Yes/No): | |||||||||||
| III. | Consolidated Adjusted EBITDA: III. (i) — III. (ii) |
| (i) | The sum of: | |||||||
| (a) | Consolidated Net Income for such period |
$ | — | |||||
| (b) | Consolidated Interest Expense for such period |
$ | — | |||||
| (c) | Income tax expense for such period net of tax refunds |
$ | — | |||||
| (d) | All amounts attributable to depreciation and amortization expense for such period |
$ | — | |||||
| (e) | Fees or expenses of the Administrative Agent and
any Lender or arranger in connection with the Credit
Documents, or of any administrative agent, lender, or
arranger in connection with the Bluestem Inventory Loan
Documents, in each case paid on or prior to the Closing Date |
$ | — | |||||
| (f) | For any period (other than the period specified in
the following clause (g)) including the period in which
such amounts were paid, other fees or expenses in an
amount not to exceed $1,000,000 paid in connection with
the Credit Documents, the Bluestem Inventory Loan
Documents or the Senior Subordinated Documents and the
transactions contemplated therein |
$ | — | |||||
| (g) | For the period from, and including, the Closing
Date to, and including, the last day of the first
Fiscal Quarter to end after the Closing Date, other
fees and expenses in an amount not to exceed $6,500,000
paid in connection with the Credit Documents and the
transactions contemplated therein and the refinancing
or replacement of credit facilities existing prior to the Closing Date |
$ | — | |||||
A-4
| (h) | Any other non-cash charges for such period (but
excluding any non-cash charge in respect of an item
that was included in Consolidated Net Income in a prior
period and any non-cash charge that relates to the
write-down or write-off of inventory) in an amount not
to exceed $2,000,000, or any additional amounts
approved by the Class Requisite Lenders of each Class,
and other non-cash charges relating to the
xxxx-to-market valuation of (A) the contingent
financing fee arrangement entered into on May 15, 2008
and/or (B) without duplication, derivatives or embedded
derivatives in any Equity Interest of any Person in the
Servicer Consolidated Group, in each case to the extent required under GAAP |
$ | — | |||||
| (i) | Reasonable fees and expenses in connection with an
initial public offering by Bluestem in an amount not to
exceed the lesser of (A) 12.5% of the gross proceeds
thereof and (B) the actual fees and expenses incurred
in connection therewith, or any additional amounts
approved by the Class Requisite Lenders of each Class |
$ | — | |||||
| (j) | any prepayment premiums or other similar fees paid
in connection with the Credit Documents or the Bluestem
Inventory Loan Documents |
$ | — | |||||
| (ii) | The sum of: | |||||||
| (k) | Any cash payments made during such period in
respect of non-cash charges described in clause (h)
above taken in a prior period |
$ | — | |||||
| (l) | Any extraordinary gains and any non-cash items of
income for such period, all calculated for the Servicer
Consolidated Group on a consolidated basis in
accordance with GAAP, including, without limitation,
any non-cash gains or items of income relating to the
xxxx-to-market valuation of (A) the contingent
financing fee arrangement entered into on May 15, 2008
and/or (B) without duplication, derivatives or embedded
derivatives in any Equity Interest of any Person in the
Servicer Consolidated Group, in each case to the extent required under GAAP |
$ | — | |||||
| Total LTM Consolidated Adjusted EBITDA | $ | — | ||||||
| IV. | Minimum LTM EBITDA Margin: IV.(i) / IV.(ii) |
| (i) | Consolidated Adjusted EBITDA of
the Servicer Consolidated Group for the previous twelve months |
$ | — | |||
| (ii) | Net sales of the Servicer
Consolidated Group for the previous twelve months |
$ | — | |||
| (x) | Required Amount: |
8.5 | % | |||
| (y) | Actual Amount: |
[ ] | % | |||
| (z) | Compliance (Yes/No): |
A-5
| V. | Consolidated Fixed Charges: V.(i) + V.(ii) + V.(iii) + V. (iv) + V. (v) |
| (i) | Consolidated Cash Interest Expense |
$ | — | |||
| (ii) | Fees and charges owed with respect
to paragraph 2 of the Fee Letter, Section
2.9(a) of the Credit Agreement and the
Bluestem 2010 Inventory Credit Agreement
(other than any facility fees payable on the Closing Date) |
$ | — | |||
| (iii) | Scheduled principal payments on
Indebtedness made during such period (not
including principal payments under the Credit Agreement) |
$ | — | |||
| (iv) | income and franchise taxes paid in
cash net of income and franchise tax refunds (but not less than zero) |
$ | — | |||
| (v) | dividends or distributions paid in cash |
$ | — | |||
| Total Fixed Charges | $ | — | ||||
| VI. | Fixed Charge Coverage Ratio: VI.(i) / VI. (ii) |
| (i) | The difference of: | |||||||||||
| (a) | Consolidated Adjusted EBITDA |
$ | — | |||||||||
| (b) | Capital Expenditures (excluding
the portion thereof funded with (i)
long-term debt financing provided by
third parties or (ii) for the period
from the date of the initial public
offering of Bluestem Brands, Inc. to
the first anniversary thereof,
proceeds from such initial public
offering in an amount not to exceed
$20,000,000 (provided that, such
exclusions shall not cause Capital
Expenditures to be less than zero)) |
$ | — | |||||||||
| Net Consolidated Adjusted EBITDA | $ | — | ||||||||||
| (ii) | Consolidated Fixed Charges, all calculated for the Servicer Consolidated Group on a consolidated basis in accordance with GAAP | $ | — | |||||||||
| (x) | Required Amount: | [1.00][1.05][1.10]x | ||||||||||
| (y) | Actual Amount: | [ ]x | ||||||||||
| (z) | Compliance (Yes/No): | |||||||||||
A-6
