Common use of Solvency Certificate Clause in Contracts

Solvency Certificate. The Administrative Agent shall have received certification as to the financial condition and Solvency of (i) the Borrower, and (ii) the Borrower and its Subsidiaries on a consolidated basis (in each case after giving effect to the transactions contemplated hereby) from a Responsible Officer of the Borrower not in his or her individual capacity but in his or her capacity as an officer of the Borrower.

Solvency Certificate. The Administrative Agent shall have received certification as a certificate from the chief financial officer of the Borrower in form, scope and substance reasonably satisfactory to the financial condition Administrative Agent, with appropriate attachments and Solvency of (i) the Borrower, and (ii) the Borrower and its Subsidiaries on a consolidated basis (in each case demonstrating that after giving effect to the transactions contemplated hereby) from a Responsible Officer consummation of the Transactions, the Borrower not in his or her individual capacity but in his or her capacity as an officer of the Borrowerand its Subsidiaries, on a consolidated basis, are Solvent.

Solvency Certificate. The Administrative Agent shall have received certification a certificate from the chief financial officer of the Borrower in form and substance reasonably satisfactory to the Administrative Agent certifying as to the financial condition and Solvency solvency of (i) the Borrower, and (ii) the Borrower and its Subsidiaries on a consolidated basis (in each case after giving effect to the transactions contemplated hereby) from a Responsible Officer of to occur on the Borrower not in his or her individual capacity but in his or her capacity as an officer of the BorrowerClosing Date.

Solvency Certificate. The Administrative Agent shall have received certification a certificate signed by a Responsible Officer of the Company as to the financial condition condition, solvency and Solvency related matters of (i) the Borrower, and (ii) the Borrower Company and its Subsidiaries on a consolidated basis (in each case Subsidiaries, after giving effect to the initial borrowings under the Loan Documents and the other transactions contemplated hereby) from a Responsible Officer of the Borrower not in his or her individual capacity but in his or her capacity as an officer of the Borrower.

Solvency Certificate. The Administrative Agent shall have received certification as to a certificate from an executive officer or a Financial Officer of the financial condition and Solvency Borrower on behalf of (i) the Borrower, in form and (ii) substance reasonably satisfactory to the Borrower and its Subsidiaries Administrative Agent, with respect to the solvency of the Loan Parties on a consolidated basis (in each case on the Effective Date after giving effect to the transactions contemplated hereby) from a Responsible Officer of the Borrower not in his or her individual capacity but in his or her capacity as an officer of the BorrowerTransactions.

Solvency Certificate. The Administrative Agent shall have received certification an officer’s certificate prepared by the chief financial officer or other Responsible Officer of the Borrower as to the financial condition condition, solvency and Solvency related matters of (i) the BorrowerCredit Parties and their Subsidiaries, and (ii) the Borrower and its Subsidiaries on a consolidated basis (in each case after giving effect to the transactions contemplated herebyTransactions and the initial borrowings under the Credit Documents, in substantially the form of Exhibit 4.1(l) from a Responsible Officer of the Borrower not in his or her individual capacity but in his or her capacity as an officer of the Borrowerhereto.

Solvency Certificate. The Administrative Agent shall have received certification as to a certificate from the chief financial condition and Solvency officer of (i) the Borrower, and (ii) the Borrower substantially in the form of Exhibit L, with appropriate attachments and its Subsidiaries on a consolidated basis (in each case demonstrating that after giving effect to the consummation of the Transactions and other transactions contemplated hereby) from a Responsible Officer of , the Borrower not in his or her individual capacity but in his or her capacity as an officer of the Borrowerand its Subsidiaries, on a consolidated basis, are Solvent.

Solvency Certificate. The Administrative Agent shall have received certification as to the financial condition and a Solvency of (i) the Borrower, and (ii) the Borrower and its Subsidiaries on a consolidated basis (in each case after giving effect to the transactions contemplated hereby) from Certificate signed by a Responsible Officer of the Borrower not in his or her individual capacity but in his or her capacity as an officer to the financial condition, solvency and related matters of the BorrowerLoan Parties and their Subsidiaries, taken as a whole, both immediately before and immediately after giving effect to the initial Borrowings under the Loan Documents and the other transactions contemplated hereby.

Solvency Certificate. The Administrative Agent shall have received certification a certificate signed by a Responsible Officer of the Borrower as to the financial condition and Solvency of (i) the Borrower, and (ii) the Borrower and its Subsidiaries on a consolidated basis (in each case basis, after giving effect to the transactions contemplated hereby) from Transactions and the initial Credit Extensions on the Closing Date on a Responsible Officer of the Borrower not in his or her individual capacity but in his or her capacity as an officer of the BorrowerPro Forma Basis.

Solvency Certificate. The Administrative Agent shall have received certification an officer’s certificate prepared by the chief financial officer of the Borrower as to the financial condition condition, solvency and Solvency related matters of (i) the BorrowerCredit Parties and their Subsidiaries, and (ii) the Borrower and its Subsidiaries on a consolidated basis (in each case after giving effect to the transactions contemplated herebyinitial borrowings under the Credit Documents, in substantially the form of Schedule 4.1(h) from a Responsible Officer of the Borrower not in his or her individual capacity but in his or her capacity as an officer of the Borrowerhereto.

Solvency Certificate. The Administrative Agent shall have received certification as to the financial condition and a Solvency of (i) the Borrower, and (ii) the Borrower and its Subsidiaries on a consolidated basis (in each case after giving effect to the transactions contemplated hereby) from Certificate signed by a Responsible Officer of the Borrower not in his or her individual capacity but in his or her capacity as an officer to the financial condition, solvency and related matters of the BorrowerBorrower and its Subsidiaries, after giving effect to the Transaction and the initial borrowings under the Loan Documents.

Solvency Certificate. The Administrative Agent shall have received certification as to the financial condition and Solvency of (i) the Borrower, and (ii) the Borrower and its Subsidiaries on a consolidated basis (in each case after giving effect to the transactions contemplated hereby) from certificate signed by a Responsible Officer of the Borrower not in his or her individual capacity but in his or her capacity as an officer to the financial condition, solvency and related matters of the BorrowerBorrower and its Subsidiaries, taken as a whole, after giving effect to the initial Borrowings under the Loan Documents and the other transactions contemplated hereby.

Solvency Certificate. The Administrative Agent shall have received certification as to the financial condition and a Solvency of (i) the Borrower, and (ii) the Borrower and its Subsidiaries on a consolidated basis (in each case after giving effect to the transactions contemplated hereby) from Certificate signed by a Responsible Officer of the Borrower not in his or her individual capacity but in his or her capacity as an officer to the financial condition, solvency and related matters of the BorrowerBorrower and its Subsidiaries, after giving effect to the initial Credit Extensions and the other transactions contemplated hereby.

Solvency Certificate. The Administrative Agent shall have received certification a Solvency Certificate signed by a Responsible Officer that is the chief financial officer of the Borrower, or any other financial officer of the Borrower having substantially the same authority and responsibility as a chief financial officer, as to the financial condition condition, solvency and Solvency related matters of (i) the Borrower, and (ii) the Borrower and its Subsidiaries on a consolidated basis (in each case Consolidated basis, after giving effect to the initial borrowings under the Loan Documents and the other transactions contemplated hereby) from a Responsible Officer of the Borrower not in his or her individual capacity but in his or her capacity as an officer of the Borrower.

Solvency Certificate. The Administrative Agent shall have received certification as to the financial condition and Solvency a certificate signed by a Financial Officer of (i) the Borrower, and (ii) the Borrower and its Subsidiaries on a consolidated basis Subsidiaries, in form and substance satisfactory to the Administrative Agent, together with such other evidence reasonably requested by the Administrative Agent, confirming that as of the Restatement Effective Date (in each case after giving effect on a pro forma basis to the transactions contemplated herebyoccurrence thereof) from a Responsible Officer of the Borrower not in his or her individual capacity but in his or her capacity as an officer of the Borroweris Solvent.

Solvency Certificate. The Administrative Agent shall have received certification as to a certificate from the chief financial condition and Solvency officer of (i) the Borrower, and (ii) the Borrower substantially in the form of Exhibit M, with appropriate attachments and its Subsidiaries on a consolidated basis (in each case demonstrating that after giving effect to the consummation of the Transactions and other transactions contemplated hereby) from a Responsible Officer of , the Borrower not in his or her individual capacity but in his or her capacity as an officer of the Borrowerand its Subsidiaries, on a consolidated basis, are Solvent.

Solvency Certificate. The Administrative Agent and the Security Agent shall have received certification as to the financial condition and a Solvency of (i) the Borrower, and (ii) the Borrower and its Subsidiaries on a consolidated basis (in each case after giving effect to the transactions contemplated hereby) from Certificate signed by a Responsible Officer of the Borrower not in his or her individual capacity but in his or her capacity as an officer to the financial condition, solvency and related matters of the BorrowerBorrower and its Subsidiaries, taken as a whole, after giving effect to the initial Borrowings under the Loan Documents and the other transactions contemplated hereby.

Solvency Certificate. The Administrative Agent shall have received certification a Solvency Certificate signed by a Responsible Officer of the Borrower certifying as to the financial condition condition, solvency and Solvency related matters of (i) the Borrower, and (ii) the Borrower and its Subsidiaries on a consolidated Consolidated basis (in each case after giving effect to the transactions contemplated hereby) from a Responsible Officer of herein and by the Borrower not in his or her individual capacity but in his or her capacity as an officer of other Loan Documents to occur on the BorrowerClosing Date.

Solvency Certificate. The Administrative Agent shall have received certification as to the financial condition and a Solvency of (i) the Borrower, and (ii) the Borrower and its Subsidiaries on a consolidated basis (in each case after giving effect to the transactions contemplated hereby) from Certificate signed by a Responsible Officer of the Borrower not in his or her individual capacity but in his or her capacity as an officer to the financial condition, solvency and related matters of the BorrowerLoan Parties and their Subsidiaries, after giving effect to the initial Borrowings under the Loan Documents and the other transactions contemplated hereby.

Solvency Certificate. The Administrative Agent shall have received certification as to a certificate from the chief financial condition and Solvency officer of (i) the Borrower, and (ii) Borrower certifying that the Borrower and its Subsidiaries on a consolidated basis (in each case after giving effect to the transactions contemplated hereby) from a Responsible Officer of the Borrower not in his or her individual capacity but in his or her capacity as an officer of the BorrowerTransactions are Solvent.

Solvency Certificate. The Administrative Agent shall have received certification a solvency certificate from the chief financial officer of the Borrower as to the financial condition and Solvency solvency of (i) the Borrower, and (ii) the Borrower and its Subsidiaries on a consolidated basis (in each case after giving effect to the transactions financing contemplated hereby) from herein, in a Responsible Officer of form reasonably satisfactory to the Borrower not in his or her individual capacity but in his or her capacity as an officer of the BorrowerAdministrative Agent.

Solvency Certificate. The Administrative Agent shall have received certification as to a certificate from the chief financial condition and Solvency officer of (i) the Borrower, and (ii) the Borrower in form, scope and its Subsidiaries on a consolidated basis (in each case substance reasonably satisfactory to Administrative Agent, with appropriate attachments and demonstrating that after giving effect to the transactions contemplated hereby) from a Responsible Officer of , the Borrower not in his or her individual capacity but in his or her capacity and its Subsidiaries, taken as an officer of the Borrowera whole, are Solvent.

Solvency Certificate. The Administrative Agent shall have received certification as to a solvency certificate from the chief financial condition and Solvency officer of (i) the Borrower, and (ii) Borrower certifying on behalf of the Borrower that the Borrower and its Subsidiaries on a consolidated basis (in each case basis, after giving effect to the Transactions and the other transactions contemplated hereby) from a Responsible Officer of the Borrower not in his or her individual capacity but in his or her capacity as an officer of the Borrower, are Solvent.

Solvency Certificate. The Administrative Agent shall have has received certification as a solvency certificate, in form and substance satisfactory to the financial condition and Solvency of (i) the BorrowerAdministrative Agent in its discretion, and (ii) the Borrower and its Subsidiaries on executed by a consolidated basis (in each case after giving effect to the transactions contemplated hereby) from a Responsible Senior Officer of the Borrower not in his or her individual capacity but in his or her capacity as an officer of the BorrowerRepresentative.

Solvency Certificate. The Administrative Agent shall have received certification as to the financial condition and a Solvency of (i) the Borrower, and (ii) the Borrower and its Subsidiaries on a consolidated basis (in each case after giving effect to the transactions contemplated hereby) from Certificate signed by a Responsible Officer of the Borrower not in his or her individual capacity but in his or her capacity as an officer to the financial condition, solvency and related matters of the BorrowerBorrower and its Subsidiaries, on a Consolidated basis, after giving effect to the initial Borrowings under the Loan Documents and the other transactions contemplated hereby.

Solvency Certificate. The Administrative Agent shall have received certification a Solvency Certificate executed by a Senior Officer of the Borrower Representative certifying as to the financial condition and Solvency solvency of (i) the Borrower, and (ii) the Borrower and its Subsidiaries on a consolidated basis (in each case after giving effect to the transactions contemplated hereby) from a Responsible Officer of the Borrower not in his or her individual capacity but in his or her capacity as an officer of the Borrowerthis Amendment.

Solvency Certificate. The Administrative Agent shall have received certification as a certificate from an Responsible Officer of the Company to the financial condition and Solvency of (i) the Borrower, and (ii) the Borrower and its Subsidiaries on a consolidated basis (in each case effect that immediately after giving effect to the consummation of the transactions contemplated hereby) from in the Loan Documents, the Company, on a Responsible Officer of the Borrower not in his or her individual capacity but in his or her capacity as an officer of the Borrowerconsolidated basis with its Subsidiaries is Solvent.

Solvency Certificate. The Administrative Agent shall have -------------------- received certification as a certificate of the chief financial officer of the Company, in form and substance reasonably satisfactory to the financial condition and Solvency Administrative Agent, which shall document the solvency of (i) the Borrower, and (ii) the Borrower Company and its Subsidiaries on a consolidated basis (in each case after giving effect to the consummation of the Merger and the other transactions and related financings contemplated hereby) from a Responsible Officer of the Borrower not in his or her individual capacity but in his or her capacity as an officer of the Borrower.

Solvency Certificate. The Administrative Agent shall have received certification a Solvency Certificate signed by a Responsible Officer of the Company as to the financial condition condition, solvency and Solvency related matters of (i) the Borrower, and (ii) the Borrower Company and its Subsidiaries on a consolidated basis (in each case Subsidiaries, after giving effect to the initial Credit Extensions hereunder and the other transactions contemplated hereby) from a Responsible Officer of the Borrower not in his or her individual capacity but in his or her capacity as an officer of the Borrower.

Solvency Certificate. The Administrative Agent shall have received certification as a solvency certificate in form and substance reasonably satisfactory to the Administrative Agent, from the chief financial condition and Solvency officer or treasurer of (i) the Borrower, and (ii) Borrower certifying that the Borrower and its Subsidiaries Restricted Subsidiaries, on a consolidated basis (in each case basis, after giving effect to the transactions contemplated hereby) from a Responsible Officer of the Borrower not in his or her individual capacity but in his or her capacity as an officer of the Borrower, are Solvent.

Solvency Certificate. The Administrative Agent shall have received certification as to a solvency certificate from the chief financial condition and Solvency officer of (i) the Borrower, in form and (ii) substance reasonably acceptable to the Administrative Agent, certifying that the Borrower and its Subsidiaries Subsidiaries, on a consolidated basis (in each case after giving effect to the transactions contemplated hereby) from a Responsible Officer Acquisition and the incurrence of all Indebtedness in connection therewith and herewith on the Borrower not in his or her individual capacity but in his or her capacity as an officer of the BorrowerClosing Date, are Solvent.

Solvency Certificate. The Administrative Agent shall have received certification as to a Solvency Certificate from a Financial Officer of the financial condition and Solvency of Borrower certifying that (i) the Borrower, and (iia) the Borrower and its Subsidiaries on a consolidated basis (in each case after giving effect to the transactions contemplated herebyb) from a Responsible Officer of the Borrower not in his or her individual capacity but in his or her capacity and the other Obligors, taken as an officer of the Borrowera whole, are Solvent.

Solvency Certificate. The Administrative Agent shall have received certification as an Officers’ Certificate of Borrower, in form and substance satisfactory to the financial condition and Administrative Agent, together with such other evidence reasonably requested by the Lenders, confirming the Solvency of (i) the Borrowereach Holdings, and (ii) the Borrower and its Subsidiaries on a consolidated basis (in each case after giving effect to the transactions contemplated hereby) from a Responsible Officer consummation of the Borrower not in his or her individual capacity but in his or her capacity as an officer of the BorrowerTransactions.

Solvency Certificate. The Administrative Agent shall have received certification as to the financial condition and a Solvency of (i) the Borrower, and (ii) the Borrower and its Subsidiaries on a consolidated basis (in each case after giving effect to the transactions contemplated hereby) from Certificate signed by a Responsible Officer of the Borrower not in his or her individual capacity but in his or her capacity as an officer to the financial condition, solvency and related matters of the BorrowerBorrower and its Subsidiaries, on a Consolidated basis, after giving effect to the Transactions.

Solvency Certificate. The Administrative Agent (or its counsel) shall have received certification a certificate from the chief financial officer (or other officer with reasonably equivalent responsibilities) of the Borrower in the form attached hereto as to the financial condition and Solvency of (i) the BorrowerExhibit I, and (ii) certifying that the Borrower and its Subsidiaries on Restricted Subsidiaries, taken as a consolidated basis (in each case whole, after giving effect to the transactions contemplated hereby) from a Responsible Officer of the Borrower not in his or her individual capacity but in his or her capacity as an officer of the BorrowerTransactions, are Solvent.

Solvency Certificate. The Administrative Agent shall have received certification as to a reasonably satisfactory solvency certificate from the chief financial condition and Solvency officer of (i) the Borrower, and (ii) Initial Borrower that shall certify the solvency of the Initial Borrower and its Subsidiaries subsidiaries on a consolidated basis (in each case after giving effect to the transactions contemplated hereby) from a Responsible Officer of the Borrower not in his or her individual capacity but in his or her capacity as an officer of the BorrowerTransactions.

Solvency Certificate. The Administrative Agent shall have received certification as to a satisfactory solvency certificate from the chief financial condition and Solvency officer of (i) the Borrower, and (ii) Borrower that shall document the solvency of the Borrower and its Subsidiaries on a consolidated basis (in each case after giving effect to the Acquisition and the other transactions contemplated hereby) from a Responsible Officer of the Borrower not in his or her individual capacity but in his or her capacity as an officer of the Borrower.

Solvency Certificate. The Administrative Agent shall have received certification as to the financial condition and a Solvency of (i) the Borrower, and (ii) the Borrower and its Subsidiaries on a consolidated basis (in each case after giving effect to the transactions contemplated hereby) from Certificate signed by a Responsible Officer of the Borrower not in his or her individual capacity but in his or her capacity as an officer to the financial condition, solvency and related matters of the BorrowerLoan Parties and their Restricted Subsidiaries, on a consolidated basis, in each case, after giving effect to the initial borrowings under the Loan Documents and the other transactions contemplated hereby.

Solvency Certificate. The Administrative Agent shall have received certification as a certificate of the chief financial officer of the Borrower in form and substance reasonably satisfactory to it which shall document the financial condition and Solvency solvency of (i) the Borrower, and (ii) the Borrower and its Subsidiaries on a consolidated basis (in each case after giving effect to the consummation of the Transactions and the other transactions and related financings contemplated hereby) from a Responsible Officer of the Borrower not in his or her individual capacity but in his or her capacity as an officer of the Borrower.

Solvency Certificate. The Administrative Agent shall have received certification a Solvency Certificate signed by a Responsible Officer of the Borrower as to the financial condition condition, solvency and Solvency related matters of (i) the Borrower, and (ii) the Borrower and its Subsidiaries on a consolidated basis (in each case Consolidated basis, after giving effect to the initial borrowings under the Loan Documents and the other transactions contemplated hereby) from a Responsible Officer of the Borrower not in his or her individual capacity but in his or her capacity as an officer of the Borrower.

Solvency Certificate. The Administrative Agent shall have received certification a Solvency Certificate signed by a Responsible Officer that is the chief financial officer of the Borrowers, or any other financial officer of the Borrowers having substantially the same authority and responsibility as a chief financial officer, as to the financial condition condition, solvency and Solvency related matters of (i) the Borrower, Borrowers and (ii) the Borrower and its their Subsidiaries on a consolidated basis (in each case Consolidated basis, after giving effect to the initial borrowings under the Loan Documents and the other transactions contemplated hereby) from a Responsible Officer of the Borrower not in his or her individual capacity but in his or her capacity as an officer of the Borrower.

Solvency Certificate. The Administrative Agent shall have received certification as to the financial condition and a Solvency of (i) the Borrower, and (ii) the Borrower and its Subsidiaries on a consolidated basis (in each case after giving effect to the transactions contemplated hereby) from Certificate signed by a Responsible Officer of the Borrower not in his or her individual capacity but in his or her capacity as an officer to the financial condition, solvency and related matters of the BorrowerLoan Parties, on a Consolidated basis, after giving effect to the initial borrowings under the Loan Documents and the other transactions contemplated hereby.

Solvency Certificate. The Administrative Agent shall have received certification as a certificate of the Borrower signed by its chief financial officer, in form and substance reasonably acceptable to the financial condition and Solvency of (i) the Borrowerit, and (ii) certifying that the Borrower and its Subsidiaries Subsidiaries, on a consolidated basis (in each case after giving effect to the Transactions and the other transactions contemplated hereby) from a Responsible Officer of the Borrower not in his or her individual capacity but in his or her capacity as an officer of the Borrower, are solvent.

Solvency Certificate. The Administrative Agent shall have received certification as to a solvency certificate from the chief financial condition and Solvency officer of (i) the Borrower, in form and (ii) substance reasonably acceptable to the Administrative Agent, certifying that the Borrower and its Subsidiaries Subsidiaries, on a consolidated basis (in each case after giving effect to the transactions contemplated hereby) from a Responsible Officer of the Borrower not in his or her individual capacity but in his or her capacity as an officer of the Borrower, are solvent.

Solvency Certificate. The Administrative Agent shall have received certification as a satisfactory solvency certificate and analysis by the chief financial officer of the Borrower in a form reasonably acceptable to the financial condition and Solvency Administrative Agent, which shall document the solvency of (i) the Borrower, and (ii) the Borrower and its Restricted Subsidiaries on considered as a consolidated basis (in each case whole after giving effect to the transactions contemplated hereby) from a Responsible Officer of , in form and substance reasonably satisfactory to the Borrower not in his or her individual capacity but in his or her capacity as an officer of the BorrowerLenders.

Solvency Certificate. The Administrative Agent shall have received certification a Solvency Certificate signed by a Responsible Officer of Borrower as to the financial condition condition, solvency and Solvency related matters of (i) the Borrower, and (ii) the Borrower and its Subsidiaries on a consolidated basis (in each case Subsidiaries, after giving effect to the initial borrowings under the Loan Documents and the other transactions contemplated hereby) from a Responsible Officer of the Borrower not in his or her individual capacity but in his or her capacity as an officer of the Borrower.

Solvency Certificate. The Administrative Agent shall have received certification as to the financial condition and a Solvency Certificate of (i) the Borrower, and (ii) the Borrower and its Subsidiaries on a consolidated basis (in each case after giving effect to the transactions contemplated hereby) from a Responsible Officer Transactions, executed by the chief financial officer of the Borrower not substantially in his or her individual capacity but in his or her capacity as an officer the form of Exhibit K to the BorrowerCredit Agreement.

Solvency Certificate. The Administrative Agent shall have received certification as to a certificate of the chief financial condition and Solvency officer or treasurer of (i) the Borrower, and (ii) in substantially the form of Exhibit X annexed hereto, that Borrower and its Subsidiaries (on a consolidated basis (in each case basis), after giving effect to the transactions contemplated hereby) from a Responsible Officer consummation of the Borrower not in his or her individual capacity but in his or her capacity as an officer of the BorrowerTransactions, are Solvent.

Solvency Certificate. The Administrative Agent shall have received certification from the chief or senior financial officer of the Borrower as to the financial condition and Solvency of (i) the Borrower, and (ii) the Borrower and its Subsidiaries taken as a whole on a consolidated basis (in each case basis, after giving effect to the transactions contemplated hereby) from a Responsible Officer of the Borrower not in his or her individual capacity but in his or her capacity as an officer of the Borrower.

Solvency Certificate. The Administrative Agent shall have received certification as to the financial condition and a Solvency of (i) the Borrower, and (ii) the Borrower and its Subsidiaries on a consolidated basis (in each case after giving effect to the transactions contemplated hereby) from Certificate signed by a Responsible Officer of the Borrower not in his or her individual capacity but in his or her capacity as an officer to the financial condition, solvency and related matters of the Borrower, after giving effect to the initial borrowings under the Loan Documents and the other transactions contemplated hereby.

Solvency Certificate. The Administrative Agent shall have received certification as a certificate in the form of Exhibit F to the financial condition and Solvency of (i) the Borrower, and (ii) the Borrower and its Subsidiaries on a consolidated basis (in each case after giving effect to the transactions contemplated hereby) Credit Agreement from a Responsible Officer of the Borrower not in his or her individual capacity but in his or her capacity as an officer with respect to the Solvency of the BorrowerBorrower (on a consolidated basis with its Subsidiaries), immediately after giving effect to the consummation of the transactions contemplated hereby.

Solvency Certificate. The Administrative Agent shall have received certification an officer’s certificate of the Borrower dated as of the Closing Date as to the financial condition and Solvency solvency of (i) the Borrower, and (ii) the Borrower and its Subsidiaries on a consolidated basis (in each case after giving effect to following the consummation of the transactions contemplated hereby) from a Responsible Officer of herein and in form and substance reasonably satisfactory to the Borrower not in his or her individual capacity but in his or her capacity as an officer of the BorrowerLenders.

Solvency Certificate. The Administrative Agent shall have received certification from the chief or senior financial officer of the Borrower as to the financial condition and Solvency of (i) the Borrower, and (ii) the Borrower and its Subsidiaries taken as a whole on a consolidated basis (in each case basis, after giving effect to the Healthland Acquisition and the transactions contemplated hereby) from a Responsible Officer of the Borrower not in his or her individual capacity but in his or her capacity as an officer of the Borrower.

Solvency Certificate. The Administrative Agent Agents shall have received certification as to a certificate from the chief financial condition and Solvency officer of (i) the Borrower, and (ii) Borrower certifying that the Borrower and its Subsidiaries on a consolidated basis (in each case after giving effect to the transactions contemplated hereby) from a Responsible Officer of the Borrower not in his or her individual capacity but in his or her capacity as an officer of the BorrowerTransactions are Solvent.

Solvency Certificate. The Administrative Agent shall have received certification as a certificate, in form and substance satisfactory to the Administrative Agent, of the chief financial condition and Solvency officer of (i) the Borrower, and (ii) the Borrower and its Subsidiaries on a consolidated basis (in each case certifying that, after giving effect to the transactions contemplated hereby) from a Responsible Officer of Transactions, the Borrower not in his or her individual capacity but in his or her capacity as an officer of the Borrowerand its Subsidiaries, on a consolidated basis, are Solvent.

Solvency Certificate. The Administrative Agent shall have received certification as to an Officer’s Certificate of Holdings, in substantially the financial condition and form of Exhibit N hereto, together with such other evidence reasonably requested by the Lenders, confirming the Solvency of (i) the Borrower, and (ii) the Borrower Holdings and its Subsidiaries on a consolidated basis (in each case after giving effect to the transactions contemplated hereby) from a Responsible Officer of the Borrower not in his or her individual capacity but in his or her capacity as an officer of the BorrowerTransactions.

Solvency Certificate. The Administrative Agent shall have received certification as to the financial condition and a Solvency of (i) the Borrower, and (ii) the Borrower and its Subsidiaries on a consolidated basis (in each case after giving effect to the transactions contemplated hereby) from Certificate signed by a Responsible Officer of the Borrower not in his or her individual capacity but in his or her capacity certifying as an officer to the financial condition, solvency and related matters of the BorrowerBorrower and its Subsidiaries, after giving effect to the initial borrowings under the Loan Documents and the other transactions contemplated hereby.

Solvency Certificate. The Administrative Agent shall have received certification as to a solvency certificate from the chief financial condition and Solvency of (i) the Borrower, and (ii) the Borrower and its Subsidiaries on a consolidated basis (in each case after giving effect to the transactions contemplated hereby) from a Responsible Officer of the Borrower not in his or her individual capacity but in his or her capacity as an officer of the Borrower, which solvency certificate shall be in form and substance reasonably satisfactory to the Administrative Agent (it being understood and agreed that the form attached to the Commitment Letter, dated as of May 1, 2012, shall be deemed satisfactory to the Administrative Agent).

Solvency Certificate. The Administrative Agent shall have received certification as a certificate of the chief financial officer of the U.S. Borrower in form and substance reasonably satisfactory to it which shall document the financial condition and Solvency solvency of (i) the Borrower, and (ii) the Borrower Holdings and its Subsidiaries on taken as a consolidated basis (in each case whole, after giving pro forma effect to the consummation of the Refinancing (including borrowings under the First Lien Facilities) and the other transactions and related financings contemplated hereby) from a Responsible Officer of the Borrower not in his or her individual capacity but in his or her capacity as an officer of the Borrower.

Solvency Certificate. The Administrative Agent shall have received certification as to the financial condition and a Solvency of (i) the Borrower, and (ii) the Borrower and its Subsidiaries on a consolidated basis (in each case after giving effect to the transactions contemplated hereby) from Certificate signed by a Responsible Officer of the Borrower not in his or her individual capacity but in his or her capacity as an officer to Solvency of the BorrowerBorrower and its Subsidiaries, on a consolidated basis, after giving effect to the initial Borrowings under this Agreement on the Closing Date, if any, and the other transactions contemplated hereby.

Solvency Certificate. The Administrative Agent shall have received certification from the chief or senior financial officer of the Borrower as to the financial condition and Solvency after giving effect to the Transaction of (i) the Borrower, Borrower and (ii) the Borrower and its Subsidiaries Loan Parties taken as a whole on a consolidated basis (in each case after giving effect to the transactions contemplated hereby) from a Responsible Officer of the Borrower not in his or her individual capacity but in his or her capacity as an officer of the Borrowerbasis.

Solvency Certificate. The Administrative Agent shall have received certification a solvency certificate of the chief financial officer or treasurer of the Borrower (or other senior executive officer of the Borrower satisfactory to the Administrative Agent) in form reasonably satisfactory to the Administrative Agent certifying as to the financial condition and Solvency solvency of (i) the Borrower, and (ii) the Borrower and its Subsidiaries Subsidiaries, taken on a consolidated basis (in each case basis, considered as a whole after giving effect to the transactions contemplated hereby) from a Responsible Officer of the Borrower not in his or her individual capacity but in his or her capacity as an officer of the Borrower.

Solvency Certificate. The Administrative Agent shall have -------------------- received certification as to a certificate of the chief financial condition and Solvency officer of (iand rendered on behalf of) Holdings and the BorrowerBorrower in form and substance reasonably satisfactory to it which shall document the solvency of the Holdings, and (ii) the Borrower and its Subsidiaries Subsidiaries, taken as a whole, on a consolidated basis (in each case and as of the Effective Date after giving effect to the transactions contemplated hereby) from a Responsible Officer consummation of the Borrower not in his Acquisition, the Transactions and the other transactions and related financings contemplated to take place on or her individual capacity but in his or her capacity as an officer of before the BorrowerEffective Date.

Solvency Certificate. The Administrative Agent shall have received certification as to from the chief financial condition and Solvency officer or similar officer or manager of (i) the BorrowerHoldings, and (ii) the Borrower on behalf of itself and its Restricted Subsidiaries (on a consolidated basis basis) a solvency certificate (in each case immediately after giving effect to the transactions contemplated hereby) from a Responsible Officer Eleventh Amendment on the Eleventh Amendment Effective Date and the borrowing of the Borrower not in his or her individual capacity but in his or her capacity as an officer Term B-4 Dollar Loans and the application of the Borrower.proceeds thereof) substantially in the form of Exhibit I to the Credit Agreement;

Solvency Certificate. The Administrative Agent shall have received certification as to the financial condition and a Solvency of (i) the Borrower, and (ii) the Borrower and its Subsidiaries on a consolidated basis (in each case after giving effect to the transactions contemplated hereby) from Certificate signed by a Responsible Officer of the Borrower not in his or her individual capacity but in his or her capacity as an officer to the financial condition, Solvency and related matters of (x) the Borrower, individually and (y) the Loan Parties and their Subsidiaries, on a consolidated basis, in each case, after giving effect to the initial borrowings under the Loan Documents and the other transactions contemplated hereby.

Solvency Certificate. The Administrative Agent shall have received certification as a solvency certificate, satisfactory to the financial condition Administrative Agent, duly authorized and Solvency executed by the Chief Financial Officer of (i) the Borrower, and (ii) ; documenting the solvency of the Borrower and its Subsidiaries on a consolidated basis (in each case after giving effect to the Transactions and the other transactions contemplated hereby) from a Responsible Officer of the Borrower not in his or her individual capacity but in his or her capacity as an officer of the Borrowerthereby.

Solvency Certificate. The Administrative Agent shall have received certification as a certificate, in form and substance reasonably satisfactory to the financial condition and Solvency Administrative Agent, from a Financial Officer of (i) the Borrower, and (ii) Borrower to the effect that the Borrower and its Subsidiaries Subsidiaries, on a consolidated Consolidated basis (in each case after giving effect to the transactions contemplated hereby) from a Responsible Officer of the Borrower not in his or her individual capacity but in his or her capacity as an officer of the BorrowerTransactions, are Solvent.

Solvency Certificate. The Administrative Agent and Syndication Agent shall have received certification as a Solvency Certificate from Holdings and in form, scope and substance reasonably satisfactory to the financial condition Administrative Agent and Solvency of (i) the BorrowerSyndication Agent, and (ii) the Borrower and its Subsidiaries on a consolidated basis (in each case demonstrating that after giving effect to the consummation of the transactions contemplated hereby) from by the Plan, the borrowings hereunder and any rights of contribution, Holdings and its Subsidiaries, taken as a Responsible Officer of the Borrower not in his or her individual capacity but in his or her capacity as an officer of the Borrowerwhole, are and will be Solvent.

Solvency Certificate. The Administrative Agent shall have received certification as duly executed certificates attesting to the financial condition and Solvency of (i) the Borrower, and (ii) the Borrower and its Restricted Subsidiaries taken as a whole on a consolidated basis (in each case after giving effect to the transactions contemplated hereby) Transactions and from a Responsible the applicable Chief Financial Officer of the Borrower not Borrower, in his or her individual capacity but in his or her capacity as an officer substantially the form of the BorrowerExhibit K attached hereto.

Solvency Certificate. The Administrative Agent shall have received certification -------------------- an officer's certificate of the Borrowers dated as of the Closing Date as to the financial condition solvency of the Borrowers and Solvency their Subsidiaries following the consummation of (i) the Borrower, and (ii) the Borrower and its Subsidiaries on a consolidated basis (in each case after giving effect to the transactions contemplated hereby) from a Responsible Officer of herein and in form and substance satisfactory to the Borrower not in his or her individual capacity but in his or her capacity as an officer of the BorrowerAdministrative Agent.

Solvency Certificate. The Administrative Agent shall have received certification as to a solvency certificate from the Borrower’s chief financial officer or treasurer or other Authorized Officer with similar knowledge of the financial condition and Solvency affairs of (i) the BorrowerBorrower in the form of Exhibit I, and (ii) the which certifies that Borrower and its Subsidiaries Restricted Subsidiaries, taken as a whole on a consolidated basis (in each case basis, are, and immediately after giving effect to the Transaction and the other transactions contemplated hereby) from a Responsible Officer of the Borrower not in his or her individual capacity but in his or her capacity as an officer of the Borrower, will be, Solvent.

Solvency Certificate. The Administrative Agent shall have received certification as to the financial condition a solvency certificate, duly executed and Solvency delivered by a Financial Officer of (i) the Borrower, and (ii) substantially in the Borrower and its Subsidiaries on a consolidated basis (in each case after giving effect form of Exhibit D to the transactions contemplated hereby) from a Responsible Officer of the Borrower not in his or her individual capacity but in his or her capacity as an officer of the BorrowerExisting Credit Agreement.

Solvency Certificate. The Administrative Agent shall have -------------------- received certification as to the financial condition and Solvency of (i) the Borrower, and (ii) the Borrower and its Subsidiaries on a consolidated basis (in each case after giving effect to the transactions contemplated hereby) from a Responsible certificate executed by an Executive Officer of the Borrower not in his or her individual capacity but in his or her capacity as an officer of the BorrowerClosing Date, in form and substance satisfactory to the Administrative Agent, regarding the financial condition, solvency and related matters of each of the Credit Parties.

Solvency Certificate. The Administrative Agent shall have received certification a certificate, dated the Effective Date and signed by the chief financial officer of the Borrower, as to the financial condition and Solvency solvency of (i) the Borrower, and (ii) the Borrower and its Subsidiaries on a consolidated Consolidated basis (in each case after giving effect to the transactions contemplated hereby) from a Responsible Officer Transactions, in the form of the Borrower not in his or her individual capacity but in his or her capacity as an officer of the Borrower.Exhibit J.

Solvency Certificate. The Administrative Agent shall have received certification as to the financial condition and Solvency of (i) the Borrower, and (ii) the Borrower and its Subsidiaries on a consolidated basis (in each case after giving effect to the transactions contemplated hereby) from certificate executed by a Responsible Officer of the Borrower not in his or her individual capacity but in his or her capacity as an officer of the BorrowerAmendment Effective Date, in form and substance reasonably satisfactory to the Administrative Agent, regarding the Solvency of the Loan Parties on a consolidated basis.

Solvency Certificate. The Administrative Agent shall have received certification as to the financial condition and a Solvency of (i) the Borrower, and (ii) the Borrower and its Subsidiaries on a consolidated basis (in each case after giving effect to the transactions contemplated hereby) from Certificate signed by a Responsible Officer of the Borrower not in his or her individual capacity but in his or her capacity as an officer of certifying that the BorrowerBorrower individually is, and the Loan Parties and their Subsidiaries are on a Consolidated basis, Solvent after giving effect to the initial Borrowings under the Loan Documents and the other transactions contemplated hereby.

Solvency Certificate. The Administrative Agent shall have received certification as a certificate from the chief financial officer of the Borrower substantially in the form of Exhibit F to the financial condition and Solvency of (i) the Borrower, and (ii) Existing Credit Agreement certifying that the Borrower and its Subsidiaries Subsidiaries, on a consolidated basis (in each case after giving effect to the Amendment and the other transactions contemplated hereby) from a Responsible Officer of the Borrower not in his or her individual capacity but in his or her capacity as an officer of the Borrower, are Solvent.

Solvency Certificate. The Administrative Agent shall have received certification as to the financial condition and Solvency of (i) the Borrower, and (ii) the Borrower and its Subsidiaries on a consolidated basis (in each case after giving effect to the transactions contemplated hereby) from a Responsible Officer of the Borrower not in his or her individual capacity but in his or her capacity as an officer certificate of the Borrower's chief financial officer, in form and substance satisfactory to the Administrative Agent, to the effect of the representations set forth in Section 3.22.

Solvency Certificate. The Administrative Agent shall have received certification as to the financial condition and Solvency solvency of (i) the Borrower, and (ii) the Borrower and its Subsidiaries on a consolidated basis (in each case after giving effect to the transactions contemplated hereby) from a Responsible Officer of the Borrower not in his or her individual capacity but in his or her capacity as an officer of the Borrower.

Solvency Certificate. The Administrative Agent shall have received certification a certificate of an Authorized Officer of the Borrower, dated as of the Effective Date, certifying as to the financial condition and Solvency solvency of (i) the Borrower, and (ii) the Borrower and its Subsidiaries the Loan Parties on a consolidated basis (in each case before and after giving effect to the transactions contemplated hereby) from a Responsible Officer of on the Borrower not in his or her individual capacity but in his or her capacity as an officer of the BorrowerEffective Date).

Solvency Certificate. The Administrative Agent shall have received certification as a solvency certificate, in form and substance reasonably satisfactory to the Administrative Agent, from the chief financial condition and Solvency of (i) the Borrower, and (ii) the Borrower and its Subsidiaries on a consolidated basis (in each case after giving effect to the transactions contemplated hereby) from a Responsible Officer of the Borrower not in his or her individual capacity but in his or her capacity as an officer of the Borrower.

Solvency Certificate. The Administrative Agent shall have received certification as a solvency certificate, in form reasonably satisfactory to the Administrative Agent executed by the chief financial condition and Solvency officer of (i) the Borrower, and (ii) Borrower with respect to the solvency of the Borrower and its Subsidiaries Subsidiaries, on a consolidated basis (in each case basis, after giving effect to this Amendment No. 5, the transactions contemplated hereby) from a Responsible Officer of Revolver Refinancing and the Borrower not in his or her individual capacity but in his or her capacity as an officer of the BorrowerRevolver Increase.

Solvency Certificate. The Administrative Agent shall have received certification a Solvency Certificate signed by the Chief Financial Officer of the Borrower Agent (or such other Responsible Officer of the Borrower Agent as is acceptable to the Administrative Agent) as to the financial condition solvency of the Borrowers and Solvency of (i) the Borrowertheir Restricted Subsidiaries, and (ii) the Borrower and its Subsidiaries on a consolidated Consolidated basis (in each case after giving effect to the transactions contemplated hereby) from a Responsible Officer of the Borrower not in his or her individual capacity but in his or her capacity as an officer of the BorrowerClosing Date Transactions.

Solvency Certificate. The Administrative Agent shall have received certification as to a certificate of the chief financial condition and Solvency officer of (i) the Borrower, and (ii) the Borrower in form and substance reasonably satisfactory to it which shall document the solvency of Holdings and its Subsidiaries on a consolidated basis (in each case after giving effect to the consummation of the Transactions and the other transactions and related financings contemplated hereby) from a Responsible Officer of the Borrower not in his or her individual capacity but in his or her capacity as an officer of the Borrower.

Solvency Certificate. The Administrative Agent shall have received certification as a solvency certificate in form and substance satisfactory to the Administrative Agent (at the direction of the Lenders) and duly executed by a senior financial condition and Solvency officer of (i) Holdings confirming the Borrower, and (ii) the Borrower solvency of Holdings and its consolidated Subsidiaries on a consolidated basis (in each case after giving effect to the transactions contemplated hereby) from a Responsible Officer of Transactions on the Borrower not in his or her individual capacity but in his or her capacity as an officer of the BorrowerInitial Closing Date.

Solvency Certificate. The Administrative Agent shall have received certification as to the financial condition and Solvency of (i) the Borrower, and (ii) the Borrower and its Subsidiaries on a consolidated basis (in each case after giving effect to the transactions contemplated hereby) solvency certificate from a Responsible Officer of the Borrower not Borrower, substantially in his or her individual capacity but in his or her capacity the form of Exhibit D, certifying that the Loan Parties, when taken as an officer of a whole and after giving effect to the BorrowerTransactions and the other transactions contemplated hereby, on a consolidated basis, are Solvent.

Solvency Certificate. The Administrative Agent shall have received certification as to the a certificate from a senior financial condition and Solvency officer of (i) Holdings or the Borrower, in form and (ii) substance reasonably acceptable to the Borrower Administrative Agent, certifying that Holdings and its Subsidiaries Subsidiaries, on a consolidated basis (in each case after giving effect to the transactions contemplated hereby) from a Responsible Officer of Acquisition and the Borrower not in his or her individual capacity but in his or her capacity as an officer of the Borrowerother Transactions, are Solvent.

Solvency Certificate. The Administrative Agent shall have received certification as to a certificate from the financial condition and Solvency treasurer of (i) the Borrower, in form and (ii) substance reasonably acceptable to the Borrower and its Subsidiaries on a consolidated basis (in each case Administrative Agent, certifying that Loan Parties, after giving effect to this Agreement, and the other transactions contemplated hereby) from a Responsible Officer of the Borrower not in his or her individual capacity but in his or her capacity as an officer of the Borrower, are solvent.

Solvency Certificate. The Administrative Agent shall have received certification as a certificate attesting to the financial condition and Solvency of (i) the Borrower, and (ii) the Borrower and its Subsidiaries the Guarantors on a consolidated basis (in each case on the Closing Date immediately after giving effect to the transactions contemplated hereby) Transactions and the incurrence of Indebtedness related thereto, from a Responsible Officer of the Borrower not in his or her individual capacity but in his or her capacity as an officer of the Borrower’s chief financial officer in form and substance reasonably satisfactory to the Administrative Agent.

Solvency Certificate. The Administrative Agent shall have received certification as to a certificate from the chief financial condition and Solvency officer of (i) the Borrower, in form and (ii) substance satisfactory to the Borrower and its Subsidiaries on a consolidated basis (Administrative Agent, to the effect that each of the Loan Parties, in each case after giving effect to the Transactions and the other transactions contemplated hereby) from a Responsible Officer of the Borrower not in his or her individual capacity but in his or her capacity as an officer of the Borrower, is Solvent.

Solvency Certificate. The Administrative Agent shall have received certification as to the financial condition and Solvency of (i) the Borrower, and (ii) the Borrower and its Subsidiaries on a consolidated basis (in each case after giving effect to the transactions contemplated hereby) from a Responsible Officer of the Borrower not in his or her individual capacity but in his or her capacity as an officer certificate of the Borrower's chief financial officer, in form and substance satisfactory to the Administrative Agent, to the effect of the representations set forth in Section 3.21.

Solvency Certificate. The Administrative Agent shall have received certification as to a solvency certificate from the chief financial condition and Solvency officer of (i) the BorrowerBorrower in the form of Exhibit E, and (ii) certifying that the Borrower and its Subsidiaries Subsidiaries, on a consolidated basis (in each case after giving effect to the transactions contemplated hereby) from a Responsible Officer of the Borrower not in his or her individual capacity but in his or her capacity as an officer of the BorrowerTransactions, are Solvent.

Solvency Certificate. The Administrative Agent shall have received certification as from the chief financial officer of the Borrower a solvency certificate, in form and substance satisfactory to the financial condition and Solvency of (i) the BorrowerAdministrative Agent, and (ii) which certifies that the Borrower and its Subsidiaries Subsidiaries, on a consolidated basis (in each case basis, are, and immediately after giving effect to the Borrowings and the other transactions contemplated hereby) from a Responsible Officer of the Borrower not in his or her individual capacity but in his or her capacity as an officer of the Borrowerunder this Agreement, will be, Solvent.

Solvency Certificate. The Administrative Agent shall have received certification as to a certificate of the chief financial condition and Solvency officer of (iand rendered on behalf of) Holdings and the BorrowerBorrower in form and substance reasonably satisfactory to it which shall document the solvency of the Holdings, and (ii) the Borrower and its Subsidiaries Subsidiaries, taken as a whole, on a consolidated basis (in each case and as of the Effective Date after giving effect to the transactions contemplated hereby) from a Responsible Officer consummation of the Borrower not in his Acquisition, the Transactions and the other transactions and related financings contemplated to take place on or her individual capacity but in his or her capacity as an officer of before the BorrowerEffective Date.

Solvency Certificate. The Administrative Agent shall have received certification as a Solvency Certificate signed by a Financial Officer, substantially in the form delivered previously pursuant to the financial condition and Solvency of (i) the BorrowerCredit Agreement, and (ii) certifying that the Borrower and its Subsidiaries are, on a consolidated basis (in each case after giving effect to the transactions contemplated hereby) from a Responsible Officer of the Borrower not in his or her individual capacity but in his or her capacity as an officer of the Borrower, Solvent.

Solvency Certificate. The Administrative Agent shall have received certification as to a solvency certificate of the financial condition and Solvency of (i) the Borrower, and (ii) the Borrower and its Subsidiaries on a consolidated basis (in each case after giving effect to the transactions contemplated hereby) from a Responsible Chief Financial Officer of the Borrower not in his or her individual capacity but in his or her capacity as an officer of form and substance reasonably satisfactory to the Borrower.Administrative Agent;

Solvency Certificate. The Administrative Agent shall have received certification as to received, in sufficient quantity for the financial condition Administrative Agent and Solvency of (i) the BorrowerLenders, and (ii) the Borrower and its Subsidiaries on a consolidated basis (in each case after giving effect to the transactions contemplated hereby) from a Responsible Officer solvency certificate of the Borrower not in his or her individual capacity but in his or her capacity as an chief financial officer of the Borrower.Company, substantially in the form attached hereto as Exhibit H.

Solvency Certificate. The Administrative Agent shall have received a certification as to the financial condition and Solvency solvency of (i) the Borrower, and (ii) the Borrower Holdings and its Subsidiaries on a consolidated basis (in each case after giving effect to this Amendment and the transactions contemplated hereby) from a Responsible Officer borrowing of the Borrower not Term B-5 Loans in his or her individual capacity but in his or her capacity as an officer of form and substance reasonably satisfactory to the BorrowerAdministrative Agent.

Solvency Certificate. The Administrative Agent shall have received certification as a Solvency Certificate signed by a Financial Officer, substantially in the form delivered previously pursuant to the financial condition Amended and Solvency of (i) the BorrowerRestated Credit Agreement, and (ii) certifying that the Borrower and its Subsidiaries are, on a consolidated basis (in each case after giving effect to the transactions contemplated hereby) from a Responsible Officer of the Borrower not in his or her individual capacity but in his or her capacity as an officer of the Borrower, Solvent.

Solvency Certificate. The Administrative Agent shall have received certification as duly executed certificates attesting to the financial condition and Solvency of (i) the Borrower, and (ii) the Borrower and its Subsidiaries Group Members taken as a whole on a consolidated basis (in each case after giving effect to the transactions contemplated hereby) Transactions and from a the applicable Responsible Officer of the Borrower not Borrowers, in his or her individual capacity but in his or her capacity as an officer substantially the form of the BorrowerExhibit K attached hereto.