No Liquidity Event. If the Liquidity Event is not consummated by the Maturity Date or Extension Period, the interest rate on the then outstanding principal amount shall increase to 15% per annum, payable in cash each month, until the Liquidity Event is consummated.

Lack of Liquidity. Purchaser confirms that Purchaser is able # to bear the economic risk of this investment, # to hold the Purchased Shares for an indefinite period of time and # presently to afford a complete loss of the investment. Purchaser further represents that Purchaser has sufficient liquid assets so that the illiquidity associated with this investment will not cause any undue financial difficulties or affect Purchaser’s ability to provide for all current needs and possible financial contingencies, and that Purchaser’s commitment to all speculative investments (including this one, if Closing is consummated) is reasonable in relation to Purchaser’s net worth and annual income.

Capital or Liquidity Requirements. If any Lender determines that any Change in Law affecting such Lender or any lending office of such Lender or such Lender’s holding company, if any, regarding capital or liquidity requirements, has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit or Swing Line Loans held by such Lender or the Letters of Credit issued by L/C Issuer, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy and liquidity), then from time to time Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.

Closing Certificate and Closing Liquidity. [[Organization B:Organization]] shall have received a closing certificate signed by the Chief Financial Officer of each Loan Party dated as of the date hereof, stating that # all representations and warranties set forth in this Agreement and the Other Documents are true and correct in all material respects on and as of such date, # each Loan Party is on such date in compliance in all material respects with all the terms and provisions set forth in this Agreement and the Other Documents, # on such date no Default or Event of Default has occurred or is continuing, and # [[Organization A:Organization]] have Liquidity on the Closing Date (after giving effect to the payment of all fees, expenses to be paid on the Closing Date, all Advances made on the Closing Date, and all trade payables aged sixty (60) days or older) of at least $20,000,000, which statement shall be accompanied by a Borrowing Base Certificate demonstrating such calculation;

Required: 1.30:1.0

“Extended Liquidity Threshold” means Available Liquidity of $25,000,000 in excess of the amount required to repay the Extended Convertible Notes in full in cash at maturity.

If the Borrowers shall fail to deliver a Liquidity Calculation for any fiscal quarter on or before the fifth (5th) Business Day of the following fiscal quarter, each Applicable Rate shall be conclusively presumed to equal the highest Applicable Rate specified in the pricing table set forth above until the date of delivery of such Liquidity Calculation, at which time the rate will be adjusted prospectively based upon the Quarterly Liquidity reflected in such Liquidity Calculation.

“Liquidity Event” means

SECTION #Minimum Liquidity. The Borrower will maintain, at any time when the aggregate Revolver Advances minus Cash and Cash Equivalents exceed 90% of the Adjusted Borrowing Base, Liquidity of not less than 10% of the aggregate outstanding principal amount of the sum of all Revolver Advances as of the date of determination (the “Minimum Liquidity Requirement”).

“(b) Minimum Liquidity. At any time, permit Liquidity to be less than # $225,000,000 prior to the First Amendment Effective Date and # $250,000,000 on and after the First Amendment Effective Date.”