Extract to table

Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the DIP Credit Agreement

In reaching this determination, the undersigned has considered the following: (a) The Borrower's post-funding liquidity position, including pro forma cash of $91,800,000 (before closing fee and first-day disbursements) after giving effect to the Initial Draw, with additional availability of $95,000,000 upon entry of the Final DIP Order; (b) The Borrower's compliance, on a projected basis, with the financial covenants set forth in the DIP Credit Agreement, which include the following: (i) Minimum Liquidity: The Borrower shall maintain minimum liquidity (defined as unrestricted cash and cash equivalents plus unused availability under the DIP Facility) of not less than $15,000,000 at all times, tested on a daily basis; (ii) Maximum Cumulative Variance to Budget: The Borrower's cumulative actual disbursements shall not exceed 115% (i

a maximum negative variance of 15%) of the cumulative budgeted disbursements set forth in the 13-Week DIP Budget on a rolling four-week basis, tested weekly; and (iii) Minimum EBITDA: The Borrower shall achieve EBITDA (as defined in the DIP Credit Agreement) of not less than negative $5,000,000 for any rolling four-week period, tested on a bi-weekly basis

This Certificate does not constitute, and shall not be construed as, a formal solvency opinion, a legal opinion, or an opinion rendered by an independent financial advisor or valuation expert

Definitions For purposes of this Certificate, the following terms shall have the meanings set forth below

To the extent any term defined in this Section 7 is also defined in the DIP Credit Agreement, and there is any conflict between such definitions, the definition set forth in the DIP Credit Agreement shall control